UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934

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Filed by a Party other than the Registrant ☐

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BATTERY FUTURE ACQUISITION CORP.
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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LETTER TO SHAREHOLDERS OF BATTERY FUTURE ACQUISITION CORP.
777 BRICKELL AVE. #500-97545
MIAMI, FLORIDA 33131
TO BE HELD ON NOVEMBER 14, 2023

Dear Battery Future Acquisition Corp. Shareholder:

You are cordially invited to attend an extraordinary general meeting of Battery Future Acquisition Corp., a Cayman Islands exempted company (the “Company,” “BFAC,” “we,” “us” or “our”), which will be held on November 14, 2023, at 10:00 a.m., New York Time (the “Special Meeting”). The Special Meeting will be held at the offices of Winston & Strawn LLP at 200 Park Avenue, New York, New York 10166 and via virtual meeting format setting. You can participate in the Special Meeting, vote, and submit questions via live webcast by visiting https://www.cstproxy.com/batteryfutureacquisition/egm2023.

The attached Notice of the Special Meeting and proxy statement describe the business BFAC will conduct at the Special Meeting and provide information about BFAC that you should consider when you vote your shares. As set forth in the attached proxy statement, the Special Meeting will be held for the purpose of considering and voting on the following proposals:

Each of the Extension Payment Removal Proposal, the Redemption Limitation Amendment Proposal, the Trust Agreement Amendment Proposal and the Adjournment Proposal is more fully described in the accompanying proxy statement. Please take the time to read carefully each of the proposals in the accompanying proxy statement before you vote.

The purpose of the Extension Payment Removal Proposal, the Trust Agreement Amendment Proposal and, if necessary, the Adjournment Proposal, is to remove the extension payment required under the Articles of Association (the “Current Extension Payment”) for each Existing Extension Period (as defined below) and to allow the Company to extend the Combination Period to the Extended Date without depositing additional funds in the Trust Account. Pursuant to our Articles of Association, the Current Extension Payment that would need to be paid for each Existing Extension Period (as defined below) is the lesser of (i) $0.03 for each Public Share (as defined below) outstanding and (ii) $250,000. For the past several months, we have caused $250,000 to be deposited into the Trust Account on a monthly basis to extend the Combination Period.

On February 23, 2023, we signed a non-binding letter of intent for a business combination with a company in the battery technology sector (the “Target”). As of the date of this proxy statement, discussions are ongoing between us and the Target. However, no assurances can be made that we and the Target will successfully negotiate and enter into a definitive agreement regarding a business combination. Any transaction would be subject to board and equity holder approval of both companies, regulatory approvals and other customary closing conditions.

The Articles of Association and Trust Agreement currently provide that the Company has the right to extend the Combination Period up to twelve (12) times for an additional one (1) month each time (each an “Existing Extension Period”) from June 17, 2023 (i.e. 18 months from the consummation of the Company’s initial public offering (the “IPO”)) up to June 17, 2024 (i.e. up to 30 months from the consummation of the IPO), subject to Battery Future Sponsor LLC (the “Sponsor”), Pala Investments Limited (“Pala”) and Roth Capital Partners, LLC (“Roth”) and/or their affiliates or designees depositing into the Trust Account the Current Extension Payment for each one-month extension.

Currently, the Company has until November 17, 2023 (i.e. 23 months from the consummation of the Company’s IPO) (the “Termination Date”) or up to June 17, 2024 (i.e. 30 months from the consummation of the IPO) to consummate an initial business combination subject to the Sponsor, Pala, Roth and/or their affiliates or designees depositing into the Trust Account the Current Extension Payment. BFAC’s board of directors (the “Board”) has determined that it is in the best interests of BFAC to seek an extension of the Termination Date and have BFAC shareholders approve the Extension Payment Removal Proposal to remove the Current Extension Payment and to allow the Company to extend the Combination Period to the Extended Date without depositing additional funds in the Trust Account. BFAC intends to call an additional extraordinary general meeting of its shareholders to approve an initial business combination at a future date (referred to herein as the “Business Combination Special Meeting”). While BFAC is using its best efforts to complete an initial business combination on or before the Termination Date, the Board believes that it is in the best interests of BFAC shareholders that BFAC remove the Current Extension Payment and allow the Company to extend the Combination Period to the Extended Date without depositing additional funds in the Trust Account (the “Proposed Extension Payment Removal”). Without the Proposed Extension Payment Removal, BFAC believes that there is a significant risk that BFAC will not, despite its best efforts, be able to pay for future extensions and, accordingly, complete an initial business combination on or before the Termination Date (as may be extended under the current terms of our Articles of Association). If that were to occur, BFAC would be forced to liquidate even if BFAC shareholders are otherwise in favor of consummating an initial business combination.

The sole purpose of the Redemption Limitation Amendment Proposal is to eliminate from the Articles of Association the Redemption Limitation. Unless the Redemption Limitation Amendment Proposal is approved, we will not proceed with the Proposed Extension Payment Removal if redemptions of the Public Shares (as defined below) would cause the Company to exceed the Redemption Limitation. Further, if the Redemption Limitation Amendment Proposal is not approved and there are significant requests for redemption such that the Redemption Limitation would be exceeded, the Redemption Limitation would prevent the Company from being able to consummate an initial business combination. The Company believes that the Redemption Limitation is not needed. The purpose of such limitation was initially to ensure that the Company did not become subject to the SEC’s “penny stock” rules, and therefore not a “blank check company” as defined in Rule 419 under the Securities Act of 1933, as amended, because it complied with Rule 3a51-1(g)(1) (the “NTA Rule”). The NTA Rule is one of several exclusions from the “penny stock” rules of the SEC, and the Company believes that it may rely on another exclusion, which relates to the Company being listed on the New York Stock Exchange (the “NYSE”) (Rule 3a51-1(a)(2)) (the “Exchange Rule”). Therefore, the Company intends to rely on the Exchange Rule to not be deemed a penny stock issuer. Because the Public Shares (as defined below) would not be deemed to be “penny stock” under the Exchange Rule, as such securities are listed on a national securities exchange, the Company is presenting the Redemption Limitation Amendment Proposal to facilitate the implementation of the Proposed Extension Payment Removal and the consummation of an initial business combination. The Board believes it is in the best interests of the Company and its shareholders for the Company to be allowed to effect redemptions and a business combination irrespective of the Redemption Limitation.

As contemplated by the Articles of Association, the holders of BFAC Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), issued as part of the units sold in the IPO (the “Public Shares”) may demand that such shares be redeemed in exchange for a pro rata share of the aggregate amount on deposit in the Trust Account, less franchise and income taxes payable, calculated as of two business days prior to the consummation of an initial business combination (the “Redemption”). You may elect to redeem your Ordinary Shares in connection with the Special Meeting.

On the Record Date (defined below), the redemption price per Public Share was approximately $10.85 (which is expected to be the same approximate amount two (2) business days prior to the Special Meeting), based on the aggregate amount on deposit in the Trust Account of approximately $124 million as of the Record Date (including interest not previously released to BFAC to pay its taxes), divided by the total number of then outstanding Public Shares. The closing price of the Public Shares on the NYSE on the Record Date was $10.83. Accordingly, if the market price of the Public Shares were to remain the same until the date of the Special Meeting, exercising redemption rights would result in a holder of Public Shares receiving approximately $0.02 more per share than if the Public Shares were sold in the open market. BFAC cannot assure shareholders that they will be able to sell their Ordinary Shares in the open market, even if the market price per Public Share is lower than the redemption price stated above, as there may not be sufficient liquidity in its securities when such shareholders wish to sell their shares. BFAC believes that such redemption right enables its holders of Public Shares to determine whether to sustain their investments for an additional period if BFAC does not complete an initial business combination on or before the Termination Date.

If the Sponsor, Pala and Roth do not elect to extend the Termination Date by further funding the Trust Account, or if BFAC is otherwise unable to consummate its initial business combination by the Termination Date, BFAC will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten (10) business days thereafter subject to lawfully available funds therefor, redeem 100% of the Public Shares in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including any interest earned on the funds held in the Trust Account (net of interest that may be used to pay BFAC’s taxes payable and for dissolution expenses), by (B) the total number of then issued and outstanding Public Shares, which redemption will completely extinguish rights of the holders of Public Shares (including the right to receive further liquidating distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of BFAC’s remaining shareholders and the Board in accordance with applicable law, dissolve and liquidate, subject in the case of clauses (ii) and (iii) above to BFAC’s obligations under the Companies Act (Revised) of the Cayman Islands (the “Companies Act”), as amended from time to time, to provide for claims of creditors and other requirements of applicable law.

Subject to the foregoing, the approval of the Extension Payment Removal Proposal requires a special resolution under the Companies Act, being the affirmative vote of at least two-thirds (2/3) of the votes cast by the holders of the issued and outstanding Ordinary Shares and the Class B Ordinary Shares, par value $0.0001 per share, held by the Sponsor, Pala and Roth (the “Founder Shares”), present in person or represented by proxy at the Special Meeting or any adjournment thereof and entitled to vote on such matter.

Approval of the Redemption Limitation Amendment Proposal requires a special resolution under the Companies Act, being the affirmative vote of at least two-thirds (2/3) of the votes cast by the holders of the issued and outstanding Ordinary Shares and the Founder Shares present in person or represented by proxy at the Special Meeting or any adjournment thereof and entitled to vote on such matter.

Approval of the Trust Agreement Amendment Proposal requires the affirmative vote of at least sixty-five percent (65%) of the votes cast by the holders of the issued and outstanding Ordinary Shares and the Founder Shares, present in person or represented by proxy at the Special Meeting or any adjournment thereof and entitled to vote on such matter.

Approval of the Adjournment Proposal requires an ordinary resolution under the Companies Act, being the affirmative vote of at least a majority of the votes cast by the holders of the issued and outstanding Ordinary Shares and the Founder Shares, present in person or represented by proxy at the Special Meeting or any adjournment thereof and entitled to vote on such matter. The Adjournment Proposal will only be put forth for a vote if there are not sufficient votes to approve the Extension Payment Removal Proposal, the Redemption Limitation Amendment Proposal and the Trust Agreement Amendment Proposal at the Special Meeting or where the board of directors of BFAC has determined it is otherwise necessary or desirable.

The Board has fixed the close of business on October 23, 2023 (the “Record Date”) as the date for determining BFAC shareholders entitled to receive notice of and vote at the Special Meeting and any adjournment thereof. Only holders of record of Ordinary Shares and the Founder Shares on that date are entitled to have their votes counted at the Special Meeting or any adjournment thereof. However, the holders of Ordinary Shares may elect to redeem all or a portion of their shares in connection with the Special Meeting.

BFAC believes that given BFAC’s expenditure of time, effort and money on consummating an initial business combination, circumstances warrant ensuring that BFAC is in the best position possible to consummate an initial business combination and that it is in the best interests of BFAC shareholders that BFAC implement the Proposed Extension Payment Removal.

After careful consideration of all relevant factors, the Board has determined that the Extension Payment Removal Proposal, the Redemption Limitation Amendment Proposal, the Trust Agreement Amendment Proposal and the Adjournment Proposal are in the best interests of BFAC and its shareholders, and has declared it advisable and unanimously recommends that you vote or give instruction to vote “FOR” such proposals.

BFAC’s directors and officers have interests in the Extension Payment Removal Proposal, the Redemption Limitation Amendment Proposal and the Trust Agreement Amendment Proposal that may be different from, or in addition to, your interests as a shareholder. These interests include, among others, ownership, directly or indirectly through the Sponsor, of Founder Shares and private placement warrants (as defined below) that may become exercisable in the future. See the section entitled “Special Meeting of BFAC Shareholders – Interests of the Initial Shareholders” in this proxy statement.

Enclosed is the proxy statement containing detailed information about the Special Meeting, the Extension Payment Removal Proposal, the Redemption Limitation Amendment Proposal, the Trust Agreement Amendment Proposal and the Adjournment Proposal. Whether or not you plan to attend the Special Meeting, BFAC urges you to read this material carefully and vote your shares.

By Order of the Board of Directors of Battery Future Acquisition Corp.

Greg Martyr

Chief Executive Officer

October 24, 2023

Your vote is very important. Whether or not you plan to attend the Special Meeting, please vote as soon as possible by following the instructions in this proxy statement to make sure that your shares are represented at the Special Meeting. The approval of each of the Extension Payment Removal Proposal and the Redemption Limitation Amendment Proposal requires a special resolution under the Companies Act, being the affirmative vote of at least two-thirds (2/3) of the votes cast by the holders of the issued and outstanding Ordinary Shares and the Founder Shares, present in person or represented by proxy at the Special Meeting or any adjournment thereof and entitled to vote on such matter as of the Record Date. Approval of the Trust Agreement Amendment Proposal requires the affirmative vote of at least sixty-five percent (65%) of the votes cast by the holders of the issued and outstanding Ordinary Shares and the Founder Shares, present in person or represented by proxy at the Special Meeting or any adjournment thereof and entitled to vote on such matter. The Adjournment Proposal requires an ordinary resolution under the Companies Act, being the affirmative vote of a majority of the votes cast by the holders of the Ordinary Shares and the Founder Shares, present themselves or represented by proxy at the Special Meeting and entitled to vote thereon. Accordingly, if you fail to vote by proxy or to vote yourself at the Special Meeting, your shares will not be counted in connection with the determination of whether a valid quorum is established, and, if a valid quorum is otherwise established, such failure to vote will have no effect on the outcome of any vote on the Extension Proposal, Redemption Limitation Amendment Proposal, Trust Agreement Amendment Proposal or Adjournment Proposal. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the Special Meeting.

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
OF BATTERY FUTURE ACQUISITION CORP.
TO BE HELD ON NOVEMBER 14, 2023

To the Shareholders of Battery Future Acquisition Corp.:

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “Special Meeting”) of the shareholders of Battery Future Acquisition Corp., a Cayman Islands exempted company (the “Company,” “BFAC,” “we,” “us” or “our”), will be held on November 14, 2023, at 10:00 a.m., New York time. The Special Meeting will be held at the offices of Winston & Strawn LLP at 200 Park Avenue, New York, New York 10166 and in a virtual meeting format. You can participate in the Special Meeting, vote, and submit questions via live webcast by visiting https://www.cstproxy.com/batteryfutureacquisition/egm2023. You are cordially invited to attend the Special Meeting for the purpose of considering and voting on the following proposals (unless BFAC determines that it is not necessary to hold the Special Meeting as described in the accompanying proxy statement), more fully described below in this proxy statement, which is dated October 24, 2023 and is first being mailed to shareholders on or about that date:

The purpose of the Extension Payment Removal Proposal, the Trust Agreement Amendment Proposal, and, if necessary, the Adjournment Proposal, is to remove the extension payment required under the Articles of Association (the “Current Extension Payment”) for each Existing Extension Period (as defined below) and to allow the Company to extend the Combination Period to the Extended Date without depositing additional funds in the Trust Account. Pursuant to our Articles of Association, the Current Extension Payment that would need to be paid for each Existing Extension Period (as defined below) is the lesser of (i) $0.03 for each Public Share (as defined below) outstanding and (ii) $250,000. For the past several months, we have caused $250,000 to be deposited into the Trust Account on a monthly basis to extend the Combination Period.

On February 23, 2023, BFAC signed a non-binding letter of intent for a business combination with a company in the battery technology sector (the “Target”). As of the date of this proxy statement, discussions are ongoing between us and the Target. However, no assurances can be made that we and the Target will successfully negotiate and enter into a definitive agreement regarding a business combination. Any transaction would be subject to board and equity holder approval of both companies, regulatory approvals and other customary closing conditions.

The Articles of Association and Trust Agreement currently provide that the Company has the right to extend the Combination Period up to twelve (12) times for an additional one (1) month each time (each an “Existing Extension Period”) from June 17, 2023 (i.e. 18 months from the consummation of the IPO) up to June 17, 2024 (i.e. up to 30 months from the consummation of the IPO), subject to Battery Future Sponsor LLC (the “Sponsor”), Pala Investments Limited (“Pala”) and Roth Capital Partners, LLC (“Roth”) and/or their affiliates or designees depositing into the Trust Account the Current Extension Payment for each one-month extension.

Currently, the Company has until November 17, 2023 (i.e. 23 months from the consummation of the IPO) (the “Termination Date”) or up to June 17, 2024 (i.e. 30 months from the consummation of the IPO) to consummate an initial business combination subject to the Sponsor, Pala, Roth and/or their affiliates or designees depositing into the Trust Account the Current Extension Payment for each one-month extension. BFAC’s board of directors (the “Board”) has determined that it is in the best interests of BFAC to seek an extension of the Termination Date and have BFAC shareholders approve the Extension Payment Removal Proposal to remove the Current Extension Payment and to allow the Company to extend the Combination Period to the Extended Date without depositing additional funds in the Trust Account. BFAC intends to call an additional extraordinary general meeting of its shareholders to approve an initial business combination at a future date (referred to herein as the “Business Combination Special Meeting”). While BFAC is using its best efforts to complete an initial business combination on or before the Termination Date, the Board believes that it is in the best interests of BFAC shareholders that BFAC remove the Current Extension Payment and allow the Company to extend the Combination Period to the Extended Date without depositing additional funds in the Trust Account (the “Proposed Extension Payment Removal”). Without the Proposed Extension Payment Removal, BFAC believes that there is significant risk that BFAC will not, despite its best efforts, be able to pay for future extensions and, accordingly, complete an initial business combination on or before the Termination Date (as may be extended under the current terms of our Articles of Association). If that were to occur, BFAC would be forced to liquidate even if BFAC shareholders are otherwise in favor of consummating an initial business combination.

The sole purpose of the Redemption Limitation Amendment Proposal is to eliminate from the Articles of Association the Redemption Limitation. Unless the Redemption Limitation Amendment Proposal is approved, we will not proceed with the Extension Payment Removal if redemptions of the Public Shares (as defined below) would cause the Company to exceed the Redemption Limitation. Further, if the Redemption Limitation Amendment Proposal is not approved and there are significant requests for redemption such that the Redemption Limitation would be exceeded, the Redemption Limitation would prevent the Company from being able to consummate an initial business combination. The Company believes that the Redemption Limitation is not needed. The purpose of such limitation was initially to ensure that the Company did not become subject to the SEC’s “penny stock” rules, and therefore not a “blank check company” as defined in Rule 419 under the Securities Act of 1933, as amended, because it complied with Rule 3a51-1(g)(1) (the “NTA Rule”). The NTA Rule is one of several exclusions from the “penny stock” rules of the SEC, and the Company believes that it may rely on another exclusion, which relates to the Company being listed on the New York Stock Exchage (the “NYSE”) (Rule 3a51-1(a)(2)) (the “Exchange Rule”). Therefore, the Company intends to rely on the Exchange Rule to not be deemed a penny stock issuer. Because the Public Shares (as defined below) would not be deemed to be “penny stock” under the Exchange Rule, as such securities are listed on a national securities exchange, the Company is presenting the Redemption Limitation Amendment Proposal to facilitate the implementation of the Proposed Extension Payment Removal and the consummation of an initial business combination. The Board believes it is in the best interests of the Company and its shareholders for the Company to be allowed to effect redemptions and a business combination irrespective of the Redemption Limitation.

As contemplated by the Articles of Association, the holders of BFAC’s Class A ordinary shares, par value $0.0001 per share, (the “Ordinary Shares”), issued as part of the units sold in the IPO (the “Public Shares”) may demand that such shares be redeemed in exchange for a pro rata share of the aggregate amount on deposit in the Trust Account, less franchise and income taxes payable, calculated as of two (2) business days prior to the consummation of the Special Meeting (the “Redemption”). You may elect to redeem your Public Shares in connection with the Special Meeting.

On the Record Date (defined below), the redemption price per Public Share was approximately $10.85 (which is expected to be the same approximate amount two (2) business days prior to the Special Meeting), based on the aggregate amount on deposit in the Trust Account of approximately $124 million as of the Record Date (including interest not previously released to BFAC to pay its taxes), divided by the total number of then outstanding Public Shares. The closing price of the Ordinary Shares on the NYSE on the Record Date was $10.83. Accordingly, if the market price of the Ordinary Shares were to remain the same until the date of the Special Meeting, exercising redemption rights would result in a holder of Public Shares receiving approximately $0.02 more per share than if the Public Shares were sold in the open market. BFAC cannot assure shareholders that they will be able to sell their Ordinary Shares in the open market, even if the market price per Public Share is lower than the redemption price stated above, as there may not be sufficient liquidity in its securities when such shareholders wish to sell their shares. BFAC believes that such redemption right enables its holders of Public Shares to determine whether to sustain their investments for an additional period if BFAC does not complete an initial business combination on or before the Termination Date (assuming no Existing Extension Periods).

Approval of each of the Extension Payment Removal Proposal and the Trust Agreement Amendment Proposal is a condition to the implementation of the Proposed Extension Payment Removal. In addition, if the Redemption Limitation Proposal is not approved at the Special Meeting, BFAC will not proceed with the Proposed Extension Payment Removal or the Redemption if BFAC will not have at least $5,000,001 of net tangible assets upon its implementation of the Proposed Extension Payment Removal, after taking into account the Redemption.

If the Extension Payment Removal Proposal and the Trust Agreement Amendment Proposal are not approved and the Sponsor, Pala and Roth do not elect to extend the Termination Date by further funding the Trust Account, or if BFAC is otherwise unable to consummate its initial business combination by the Termination Date, BFAC will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten (10) business days thereafter subject to lawfully available funds therefor, redeem 100% of the Public Shares in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including any interest earned on the funds held in the Trust Account (net of interest that may be used to pay BFAC’s taxes payable and for dissolution expenses), by (B) the total number of then issued and outstanding Public Shares, which redemption will completely extinguish rights of the holders of Public Shares (including the right to receive further liquidating distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of BFAC’s remaining shareholders and the Board in accordance with applicable law, dissolve and liquidate, subject in the case of clauses (ii) and (iii) above to BFAC’s obligations under the Companies Act, to provide for claims of creditors and other requirements of applicable law.

To exercise your redemption rights, you must tender your Public Shares to BFAC’s transfer agent at least two (2) business days prior to the Special Meeting. You may tender your Public Shares by either delivering your share certificate to the transfer agent or by delivering your shares electronically using the Depository Trust Company’s (“DTC”) Deposit/Withdrawal At Custodian (“DWAC”) system. If you hold your Public Shares in street name, you will need to instruct your bank, broker or other nominee to withdraw the Public Shares from your account in order to exercise your redemption rights. Redemption instructions must include the legal name, phone number, and address of the beneficial owner of the shares for which redemption is requested.

Subject to the foregoing, the approval of the Extension Payment Removal Proposal requires a special resolution under the Companies Act, being the affirmative vote of at least two-thirds (2/3) of the votes cast by the holders of the issued and outstanding Ordinary Shares and the Class B Ordinary Shares, par value $0.0001 per share, held by the Sponsor, Pala and Roth (the “Founder Shares”), present in person or represented by proxy at the Special Meeting or any adjournment thereof and entitled to vote on such matter.

Approval of the Redemption Limitation Amendment Proposal requires a special resolution under the Companies Act, being the affirmative vote of at least two-thirds (2/3) of the votes cast by the holders of the issued and outstanding Ordinary Shares and the Founder Shares present in person or represented by proxy at the Special Meeting or any adjournment thereof and entitled to vote on such matter.

Approval of the Trust Agreement Amendment Proposal requires the affirmative vote of at least sixty-five percent (65%) of the votes cast by the holders of the issued and outstanding Ordinary Shares and Founder Shares, present in person or represented by proxy at the Special Meeting or any adjournment thereof and entitled to vote on such matter. Pursuant to the Trust Agreement, we are in discussions to obtain written consent from the Underwriters.

Approval of the Adjournment Proposal requires an ordinary resolution under the Companies Act, being the affirmative vote of at least a majority of the votes cast by the holders of the issued and outstanding Ordinary Shares and the Founder Shares, present in person or represented by proxy at the Special Meeting or any adjournment thereof and entitled to vote on such matter. The Adjournment Proposal will only be put forth for a vote if there are not sufficient votes to approve the Extension Payment Removal Proposal, the Redemption Limitation Amendment Proposal and the Trust Agreement Amendment Proposal at the Special Meeting or where the board of directors of BFAC has determined it is otherwise necessary or desirable.

Record holders of Ordinary Shares and Founder Shares at the close of business on October 23, 2023 (the “Record Date”) are entitled to vote or have their votes cast at the Special Meeting. On the Record Date, there were 11,436,925 issued and outstanding Ordinary Shares and 8,625,000 Founder Shares issued and outstanding. BFAC’s warrants do not have voting rights.

This proxy statement contains important information about the Special Meeting, the Extension Payment Removal Proposal, the Redemption Limitation Amendment Proposal, the Trust Agreement Amendment Proposal and the Adjournment Proposal. Whether or not you plan to attend the Special Meeting, BFAC urges you to read this material carefully and vote your shares.

This proxy statement is dated October 24, 2023 and is first being mailed to shareholders on or about that date.

By Order of the Board of Directors of Battery Future Acquisition Corp.

Greg Martyr

Chief Executive Officer

TABLE OF CONTENTS

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Some of the statements contained in this proxy statement constitute forward-looking statements within the meaning of the federal securities laws. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. Forward-looking statements reflect the current views of Battery Future Acquisition Corp. (“BFAC”). Forward-looking statements reflect BFAC’s current views with respect to, among other things, its capital resources and results of operations. Likewise, BFAC’s financial statements and all of BFAC’s statements regarding market conditions and results of operations are forward-looking statements. In some cases, you can identify these forward-looking statements by the use of terminology such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “could,” “seeks,” “approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates” or the negative version of these words or other comparable words or phrases.

The forward-looking statements contained in this proxy statement reflect BFAC’s current views about future events and are subject to numerous known and unknown risks, uncertainties, assumptions and changes in circumstances that may cause its actual results to differ significantly from those expressed in any forward-looking statement. BFAC does not guarantee that the transactions and events described will happen as described (or that they will happen at all). The following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements:

While forward-looking statements reflect BFAC’s good faith beliefs, they are not guarantees of future performance. BFAC disclaims any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, new information, data or methods, future events or other changes after the date of this proxy statement, except as required by applicable law. For a further discussion of these and other factors that could cause BFAC’s future results, performance or transactions to differ significantly from those expressed in any forward-looking statement, please see the section entitled “Risk Factors” in BFAC’s Annual Report on Form 10-K for the year ended December 31, 2022, as filed with the SEC on March 30, 2023 and amended by other reports BFAC filed with the SEC. You should not place undue reliance on any forward- looking statements, which are based only on information currently available to BFAC (or to third parties making the forward-looking statements).

RISK FACTORS

You should consider carefully all of the risks described in our Annual Report on Form 10-K filed with the SEC on March 30, 2023 and in the other reports we file with the SEC before making a decision to invest in our securities. Furthermore, if any of the following events occurs, our business, financial condition and operating results may be materially adversely affected or we could face liquidation. In that event, the trading price of our securities could decline, and you could lose all or part of your investment. The risks and uncertainties described in our Annual Report on Form 10-K, and below are not the only ones we face. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become important factors that adversely affect our business, financial condition and operating results or result in our liquidation.

There are no assurances that the Extension Payment Removal Proposal will enable us to complete a business combination.

Approving the Extension Payment Removal Proposal involves a number of risks. Even if the Extension Payment Removal Proposal is approved, we can provide no assurances that a business combination will be consummated prior to the Extended Date. Our ability to consummate any business combination is dependent on a variety of factors, many of which are beyond our control. If the Extension Payment Removal Proposal is approved, we expect to seek shareholder approval of a business combination. We are required to offer shareholders the opportunity to redeem shares in connection with the Extension Payment Removal Proposal, and we will be required to offer shareholders redemption rights again in connection with any shareholder vote to approve a business combination. Even if the Extension Payment Removal or a business combination is approved by our shareholders, it is possible that redemptions will leave us with insufficient cash to consummate a business combination on commercially acceptable terms, or at all. The fact that we will have separate redemption periods in connection with the Extension Payment Removal Proposal and a business combination vote could exacerbate these risks. Other than in connection with a redemption offer or liquidation, our shareholders may be unable to recover their investment except through sales of our shares on the open market. The price of our shares may be volatile, and there can be no assurance that shareholders will be able to dispose of our shares at favorable prices, or at all.

In the event the Extension Payment Removal Proposal is approved and effected, the ability of our public shareholders to exercise redemption rights with respect to a large number of our Class A ordinary shares may adversely affect the liquidity of our securities.

A holder of Class A ordinary shares may request that the Company redeem all or a portion of such shareholder’s Class A ordinary shares for cash. The ability of our public shareholders to exercise such redemption rights with respect to a large number of our Class A ordinary shares may adversely affect the liquidity of our Class A ordinary shares. As a result, you may be unable to sell your Class A ordinary shares even if the market price per share is higher than the per-share redemption price paid to public shareholders who elect to redeem their shares.

Changes to laws or regulations or in how such laws or regulations are interpreted or applied, or a failure to comply with any laws, regulations, interpretations or applications, may adversely affect our business, including our ability to negotiate and complete a business combination.

We are subject to the laws and regulations, and interpretations and applications of such laws and regulations, of national, regional, state and local governments and non-U.S. jurisdictions. In particular, we are required to comply with certain SEC and other legal and regulatory requirements, and our consummation of a business combination may be contingent upon our ability to comply with certain laws, regulations, interpretations and applications and any post-business combination company may be subject to additional laws, regulations, interpretations and applications. Compliance with, and monitoring of, the foregoing may be difficult, time consuming and costly. Those laws and regulations and their interpretation and application may also change from time to time, and those changes could have a material adverse effect on our business, including our ability to negotiate and complete a business combination. A failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business, including our ability to negotiate and complete a business combination. The SEC has, in the past year, proposed certain rules and may, in the future, adopt other rules, which may have a material effect on our activities and on our ability to consummate a business combination, including the SPAC Proposed Rules (as defined below) described below.

The SEC has recently issued proposed rules relating to certain activities of SPACs. Certain of the procedures that we, a business combination target or others may determine to undertake in connection with such proposals may increase our costs and the time needed to complete our business combination and may constrain the circumstances under which we could complete a business combination. The need for compliance with the SPAC Proposed Rules may cause us to liquidate the funds in the Trust Account or liquidate BFAC at an earlier time than we might otherwise choose.

On March 30, 2022, the SEC issued proposed rules (the “SPAC Proposed Rules”) relating, among other things, to disclosures in SEC filings in connection with business combination transactions between special purpose acquisition companies (“SPACs”) such as us and private operating companies; the financial statement requirements applicable to transactions involving shell companies; the use of projections by SPACs in SEC filings in connection with proposed business combination transactions; the potential liability of certain participants in proposed business combination transactions; and the extent to which SPACs could become subject to regulation under the Investment Company Act of 1940, as amended (the “Investment Company Act”), including a proposed rule that would provide SPACs a safe harbor from treatment as an investment company if they satisfy certain conditions that limit a SPAC’s duration, asset composition, business purpose and activities. The SPAC Proposed Rules have not yet been adopted and may be adopted in the proposed form or in a different form that could impose additional regulatory requirements on SPACs. Certain of the procedures that we, a business combination target, or others may determine to undertake in connection with the SPAC Proposed Rules, or pursuant to the SEC’s views expressed in the SPAC Proposed Rules, may increase the costs and time of negotiating and completing a business combination, and may constrain the circumstances under which we could complete a business combination. The need for compliance with the SPAC Proposed Rules may cause us to liquidate the funds in the Trust Account or liquidate BFAC at an earlier time than we might otherwise choose. Were we to liquidate, our warrants would expire worthless, and our securityholders would lose the investment opportunity associated with an investment in the combined company, including any potential price appreciation of our securities.

We may be subject to an excise tax under the newly enacted Inflation Reduction Act of 2022 in connection with redemptions of our Class A ordinary shares after December 31, 2022.

The Inflation Reduction Act of 2022, enacted in August 2022, imposes a 1% excise tax on the fair market value of stock repurchased by “covered corporations” beginning in 2023, with certain exceptions (the “Excise Tax”). The Excise Tax is imposed on the repurchasing corporation itself, not its stockholders. Because we are a “blank check” Cayman Islands business company with no subsidiaries or previous merger or acquisition activity, we are not currently a “covered corporation” for this purpose. A repurchase that occurs in connection with a business combination with a U.S. target company might be subject to the Excise Tax, depending on the structure of the business combination and other transactions that might be engaged in during the relevant year. The amount of the Excise Tax is generally equal to 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the Excise Tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, there are certain other exceptions to the Excise Tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to issue regulations or other guidance to carry out, and to prevent the avoidance of, the Excise Tax. The Treasury and the Internal Revenue Service (the “IRS”) recently have issued preliminary guidance regarding the application of this excise tax, but there can be no assurance that this guidance will be finally adopted in its current form. Notwithstanding the foregoing, we will not use any of the funds held in the Trust Account to pay for any such excise tax liabilities owed by us prior to or in connection with the Proposed Extension Payment Removal, a business combination or our liquidation, and, as such, the per share price payable to shareholders exercising their redemption rights will not be reduced by payments required to be made by us under the Inflation Reduction Act of 2022.

If we were considered to be a “foreign person,” we might not be able to complete an initial business combination with a U.S. target company if such initial business combination is subject to U.S. foreign investment regulations or review by a U.S. government entity, such as the Committee on Foreign Investment in the United States (“CFIUS”).

The Sponsor is controlled by or has substantial ties with non-U.S. persons domiciled outside the U.S. Acquisitions and investments by non-U.S. persons in certain U.S. businesses may be subject to rules or regulations that limit foreign ownership. CFIUS is an interagency committee authorized to review certain transactions involving investments by foreign persons in U.S. businesses that have a nexus to critical technologies, critical infrastructure and/or sensitive personal data in order to determine the effect of such transactions on the national security of the U.S. Were we considered to be a “foreign person” under such rules and regulations, any proposed business combination between us and a U.S. business engaged in a regulated industry or which may affect national security could be subject to such foreign ownership restrictions, CFIUS review and/or mandatory filings.

If our potential initial business combination with a U.S. business falls within the scope of foreign ownership restrictions, we may not be able to consummate an initial business combination with such business. In addition, if our potential business combination falls within CFIUS’s jurisdiction, we may be required to make a mandatory filing or determine to submit a voluntary notice to CFIUS, or to proceed with the initial business combination without notifying CFIUS and risk CFIUS intervention, before or after closing the initial business combination. CFIUS may decide to block or delay our initial business combination, impose conditions to mitigate national security concerns with respect to such initial business combination or order us to divest all or a portion of a U.S. business of the combined company if we had proceeded without first obtaining CFIUS clearance. The potential limitations and risks may limit the attractiveness of a transaction with us or prevent us from pursuing certain initial business combination opportunities that we believe would otherwise be beneficial to us and our shareholders. As a result, the pool of potential targets with which we could complete an initial business combination may be limited and we may be adversely affected in terms of competing with other special purpose acquisition companies which do not have similar foreign ownership issues.

Moreover, the process of government review, whether by CFIUS or otherwise, could be lengthy. Because we have only a limited time to complete our initial business combination, our failure to obtain any required approvals within the requisite time-period may require us to liquidate. If we liquidate, our public shareholders may only receive their pro rata share of amounts held in the Trust Account, and our warrants will expire worthless. This will also cause you to lose any potential investment opportunity in a target company and the chance of realizing future gains on your investment through any price appreciation in the combined company.

If we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete an initial business combination.

If we are deemed to be an investment company under the Investment Company Act, our activities may be restricted, including, without limitation, restrictions on the nature of our investments, restrictions on the issuance of securities, and restrictions on the enforceability of agreements entered into by us, each of which may make it difficult for us to complete an initial business combination. In addition, we may have imposed upon us burdensome requirements, including, without limitation, registration as an investment company with the SEC (which may be impractical and would require significant changes in, among other things, our capital structure); adoption of a specific form of corporate structure; and reporting, record keeping, voting, proxy and disclosure requirements and compliance with other rules and regulations that we are currently not subject to.

In order not to be regulated as an investment company under the Investment Company Act, unless we can qualify for an exclusion, we must ensure that we are engaged primarily in a business other than investing, reinvesting or trading in securities and that our activities do not include investing, reinvesting, owning, holding or trading “investment securities” constituting more than 40% of our total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. Our business is to identify and complete a business combination and thereafter to operate the post-transaction business or assets for the long term. We do not plan to buy businesses or assets with a view to resale or profit from their resale. We do not plan to buy unrelated businesses or assets or to be a passive investor.

The 2022 Proposed Rules under the Investment Company Act would provide a safe harbor for SPACs from the definition of “investment company” under Section 3(a)(1)(A) of the Investment Company Act, provided that they satisfy certain conditions that limit a SPAC’s duration, asset composition, business purpose and activities. The duration component of the proposed safe harbor rule would require a SPAC to file a Current Report on Form 8-K with the SEC announcing that it has entered into an agreement with the target company (or companies) to engage in an initial business combination no later than 18 months after the effective date of the SPAC’s registration statement for its initial public offering. The SPAC would then be required to complete its initial business combination no later than 24 months after the effective date of its registration statement for its initial public offering. Although the 2022 Proposed Rules, including the proposed safe harbor rule, have not yet been adopted, there is uncertainty in the SEC’s view of the applicability of the Investment Company Act to a SPAC that does not complete its initial business combination within the proposed time frame set forth in the proposed safe harbor rule or otherwise falls outside of the other provisions of the safe harbor.

To mitigate the risk of us being deemed to have been operating as an unregistered investment company (including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act), on May 18, 2023, we instructed the Trustee with respect to the Trust Account to liquidate the U.S. government treasury obligations or money market funds held in the Trust Account and thereafter to hold all funds in the Trust Account in an interest-bearing bank deposit account until the earlier of the consummation of a business combination or our liquidation.

QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING

A total of $351,900,000 of the net proceeds from BFAC’s IPO and the private placement with the Sponsor, Pala, Roth, Cantor, BFAC’s officers and directors and the holders of the Founder Shares prior to the IPO (the “initial shareholders”) were deposited in the Trust Account established for the benefit of the holders of Public Shares. On June 12, 2023, BFAC held an extraordinary general meeting of shareholders to amend its Articles of Association and Trust Agreement. Holders of a total of 23,063,075 Ordinary Shares of the Company exercised their right to redeem such shares 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) were removed from the Trust Account to pay such holders and approximately $119.6 million remained in the Trust Account.

Like most blank check companies, the Articles of Association provide for the return of the IPO proceeds held in trust to the holders of Public Shares sold in the IPO if there is no qualifying business combination(s) consummated on or before the Termination Date or June 17, 2024 (i.e. 30 months from the consummation of the IPO) subject to the Sponsor, Pala and Roth and/or their affiliates or designees depositing into the Trust Account the Current Extension Payment.

On February 23, 2023, BFAC signed a non-binding letter of intent for a business combination with a company in the battery technology sector (the “Target”). As of the date of this proxy statement, discussions are ongoing between us and the Target. However, no assurances can be made that BFAC and Target will successfully negotiate and enter into a definitive agreement regarding a business combination. Any transaction would be subject to board and equity holder approval of both companies, regulatory approvals and other customary closing conditions. BFAC believes that it is in the best interests of BFAC shareholders to continue BFAC’s existence up to the Extended Date, if necessary, without further payment into the Trust Account, to allow BFAC additional time to complete an initial business combination, and is therefore holding this Special Meeting. BFAC intends to hold the Business Combination Special Meeting to approve an initial business combination at a future date.

If the Redemption Limitation Amendment Proposal (as defined below) is not approved and there are significant requests for redemption such that the BFAC’s net tangible assets would be less than $5,000,001 upon the consummation of a business combination, the Articles of Association would prevent BFAC from being able to consummate the Proposed Extension Payment Removal or a business combination even if all other conditions to closing are met. BFAC believes that the Redemption Limitation is not needed. The purpose of such limitation was initially to ensure that BFAC would not be subject to the “penny stock” rules of the SEC, and therefore not a “blank check company” as defined in Rule 419 under the Securities Act of 1933, as amended, because it complied with Rule 3a51-1(g)(1) (the “NTA Rule”). The NTA Rule is one of several exclusions from the “penny stock” rules of the SEC and it believes that it may rely on another exclusion, which relates to BFAC being listed on the New York Stock Exchange (the “NYSE”) (Rule 3a51-1(a)(2)) (the “Exchange Rule”). Therefore, BFAC intends to rely on the Exchange Rule to not be deemed a penny stock issuer. The purpose of the Redemption Limitation Amendment Proposal is to eliminate from the Articles of Association the Redemption Limitation. The Board believes it is in the best interests of BFAC and its shareholders for BFAC to be allowed to effect redemptions irrespective of the Redemption Limitation.

If you do not have internet capabilities, you can listen only to the special meeting by dialing 1 800-450-7155, within the U.S. and Canada, or +1 857-999-9155 (standard rates apply) outside the U.S. and Canada; when prompted enter the pin number 2918989#.

If the Proposed Extension Payment Removal is implemented and one or more BFAC shareholders elect to redeem their Public Shares pursuant to the Redemption, BFAC will remove from the Trust Account and deliver to the holders of such redeemed Public Shares an amount equal to the pro rata portion of funds available in the Trust Account with respect to such redeemed Public Shares, and retain the remainder of the funds in the Trust Account for BFAC’s use in connection with consummating an initial business combination on or before the Extended Date.

If the Sponsor, Pala and Roth do not elect to extend the Termination Date by further funding the Trust Account, or if BFAC is otherwise unable to consummate its initial business combination by the Termination Date, BFAC will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten (10) business days thereafter subject to lawfully available funds therefor, redeem 100% of the Public Shares in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including any interest earned on the funds held in the Trust Account (net of interest that may be used to pay BFAC’s taxes payable and for dissolution expenses), by (B) the total number of then issued and outstanding Public Shares, which redemption will completely extinguish rights of the holders of Public Shares (including the right to receive further liquidating distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of BFAC’s remaining shareholders and the Board in accordance with applicable law, dissolve and liquidate, subject in the case of clauses (ii) and (iii) above to BFAC’s obligations under the Companies Act, to provide for claims of creditors and other requirements of applicable law.

The Sponsor, Pala, Roth and BFAC’s officers and directors waived their rights to participate in any liquidating distribution with respect to the 8,625,000 Founder Shares held by them. There will be no distribution from the Trust Account with respect to BFAC’s warrants, which will expire worthless in the event BFAC dissolves and liquidates the Trust Account.

The Adjournment Proposal is conditioned on BFAC not obtaining the necessary votes for approving the Extension Payment Removal Proposal, the Redemption Limitation Amendment Proposal and the Trust Agreement Amendment Proposal prior to the Special Meeting in order to seek additional time to obtain sufficient votes in support of the Proposed Extension Payment Removal.

While BFAC is using its best efforts to complete an initial business combination on or before the Termination Date, the Board believes that it is in the best interests of BFAC shareholders that BFAC remove the Current Extension Payment and to allow BFAC to extend the Combination Period to the Extended Date without depositing additional funds in the Trust Account (the “Proposed Extension Payment Removal”). Without the Proposed Extension Payment Removal, BFAC believes that there is significant risk that BFAC will not, despite its best efforts, be able to pay for future extensions and, accordingly, complete an initial business combination on or before the Termination Date (as may be extended under the current terms of our Articles of Association). If that were to occur, BFAC would be forced to liquidate even if BFAC shareholders are otherwise in favor of consummating an initial business combination.

BFAC believes that given BFAC’s expenditure of time, effort and money on an initial business combination, circumstances warrant ensuring that BFAC is in the best position possible to consummate an initial business combination and that it is in the best interests of BFAC shareholders that BFAC implement the Proposed Extension Payment Removal. BFAC believes an initial business combination will provide significant benefits to its shareholders.

The purpose of the Redemption Limitation Amendment Proposal is to eliminate from the Articles of Association the Redemption Limitation. Unless the Redemption Limitation Amendment Proposal is approved, BFAC will not proceed with the Extension if redemptions of the Public Shares would cause BFAC to exceed the Redemption Limitation. Further, if the Redemption Limitation Amendment Proposal is not approved and there are significant requests for redemption such that the Redemption Limitation would be exceeded, the Redemption Limitation would prevent BFAC from being able to consummate an initial business combination. BFAC believes that the Redemption Limitation is not needed. The purpose of such limitation was initially to ensure that the Company did not become subject to the SEC’s “penny stock” rules, and therefore not a “blank check company” as defined under the NTA Rule. The NTA Rule is one of several exclusions from the “penny stock” rules of the SEC, and BFAC believes that it may rely on another exclusion, which relates to BFAC being listed on the NYSE. Therefore, BFAC intends to rely on the Exchange Rule to not be deemed a penny stock issuer. Because the Public Shares would not be deemed to be “penny stock” under the Exchange Rule, as such securities are listed on a national securities exchange, BFAC is presenting the Redemption Limitation Amendment Proposal to facilitate the implementation of the Proposed Extension Payment Removal and the consummation of an initial business combination. The Board believes it is in the best interests of BFAC and its shareholders for BFAC to be allowed to effect redemptions and a business combination irrespective of the Redemption Limitation.

You are not being asked to vote on an initial business combination at the Special Meeting. The vote by BFAC shareholders on an initial business combination will occur at an extraordinary general meeting of BFAC shareholders, to be held on at a later date, and the solicitation of proxies from BFAC shareholders in connection with such separate Business Combination Special Meeting, and the related right of BFAC shareholders to redeem in connection with an initial business combination (which is a separate right to redeem in addition to the right to redeem in connection with the Extension Payment Removal Proposal, the Redemption Limitation Amendment Proposal and the Trust Agreement Amendment Proposal), will be the subject of a separate proxy statement/prospectus. If you want to ensure your Public Shares are redeemed in the event the Extension Payment Removal Proposal, the Redemption Limitation Amendment Proposal and the Trust Agreement Amendment Proposal are implemented, you should elect to “redeem” your Public Shares in connection with the Special Meeting.

If the Extension Payment Removal Proposal, the Redemption Limitation Amendment Proposal and the Trust Agreement Amendment Proposal are not approved by BFAC shareholders, BFAC may put the Adjournment Proposal to a vote in order to seek additional time to obtain sufficient votes in support of the Proposed Extension Payment Removal. If the Adjournment Proposal is not approved by BFAC shareholders, the Board may not be able to adjourn the Special Meeting to a later date or dates in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Payment Removal Proposal, the Redemption Limitation Amendment Proposal and the Trust Agreement Amendment Proposal.

The approval of the Redemption Limitation Amendment Proposal requires a special resolution under the Companies Act, being the affirmative vote of at least two-thirds (2/3) of the votes cast by the holders of the issued and outstanding Ordinary Shares and the Founder Shares present in person or represented by proxy at the Special Meeting or any adjournment thereof and entitled to vote on such matter. A BFAC shareholder’s failure to vote by proxy or to vote herself/himself/itself at the Special Meeting will not be counted towards the number of Ordinary Shares and Founder Shares required to validly establish a quorum, and if a valid quorum is otherwise established, such failure to vote, abstentions and broker non-votes will have no effect on the outcome of the proposal. The presence, oneself or by proxy, at the Special Meeting of the holders of outstanding Ordinary Shares and Founder Shares representing a majority of the voting power of all issued and outstanding Ordinary Shares and Founder Shares entitled to vote as of the Record Date at the Special Meeting shall constitute a quorum for the vote on the Redemption Limitation Amendment Proposal.

Approval of the Trust Agreement Amendment Proposal requires the affirmative vote of sixty-five percent (65%) of the votes cast by the holders of the Ordinary Shares and the Founder Shares present themselves or represented by proxy at the Special Meeting and entitled to vote thereon and the Adjournment Proposal requires an ordinary resolution under the Companies Act, being the affirmative vote of at least a majority of the votes cast by the holders of the Ordinary Shares and the Founder Shares present themselves or represented by proxy at the Special Meeting and entitled to vote thereon. Accordingly, a BFAC shareholder’s failure to vote by proxy or to vote oneself at the Special Meeting will not be counted towards the number of Ordinary Shares and Founder Shares required to validly establish a quorum. However, if a valid quorum is otherwise established, such failure to vote will have no effect on the outcome of any vote on the Adjournment Proposal. Abstentions (but not broker non-votes), while considered present for the purposes of establishing a quorum, will not count as a vote cast at the Special Meeting and will have no effect on the outcome of any vote on the Adjournment Proposal. The presence, oneself or by proxy, at the Special Meeting of the holders of outstanding Ordinary Shares and Founder Shares representing a majority of the voting power of all issued and outstanding Ordinary Shares and Founder Shares entitled to vote as of the Record Date at the Special Meeting shall constitute a quorum for the vote on the Adjournment Proposal.

Without the Proposed Extension Payment Removal, BFAC believes that there is significant risk that BFAC will not, despite its best efforts, be able to pay for future extensions and, accordingly, complete an initial business combination on or before the Termination Date (as may be extended under the current terms of our Articles of Association). If that were to occur, BFAC would be forced to liquidate even if BFAC shareholders are otherwise in favor of consummating an initial business combination.

BFAC believes that given BFAC’s expenditure of time, effort and money on an initial business combination, circumstances warrant ensuring that BFAC is in the best position possible to consummate an initial business combination and that it is in the best interests of BFAC shareholders that BFAC implement the Proposed Extension Payment Removal. BFAC believes an initial business combination will provide significant benefits to its shareholders.

Without approval of the Trust Agreement Amendment Proposal, BFAC believes that there is significant risk that BFAC will not, despite its best efforts, be able to pay for future extensions and, accordingly, complete an initial business combination on or before the Termination Date (as may be extended under the current terms of our Articles of Association). If that were to occur, BFAC would be forced to liquidate even if BFAC shareholders are otherwise in favor of consummating an initial business combination.

BFAC believes that given BFAC’s expenditure of time, effort and money on an initial business combination, circumstances warrant ensuring that BFAC is in the best position possible to consummate an initial business combination and that it is in the best interests of BFAC shareholders that BFAC implement the Proposed Extension Payment Removal. BFAC believes an initial business combination will provide significant benefits to its shareholders.

If presented, the Board unanimously recommends that you vote in favor of the Adjournment Proposal.

Subject to applicable securities laws (including with respect to material nonpublic information), the initial shareholders, officers, directors, advisors or their affiliates may (i) purchase Public Shares from institutional and other investors (including those who vote, or indicate an intention to vote, against any of the proposals presented at the Special Meeting, or elect to redeem, or indicate an intention to redeem, Public Shares), (ii) enter into transactions with such investors and others to provide them with incentives to not redeem their Public Shares, or (iii) execute agreements to purchase such Public Shares from such investors or enter into non-redemption agreements in the future. In the event that the initial shareholders, officers, directors, advisors or their affiliates purchase Public Shares in situations in which the tender offer rules restrictions on purchases would apply, they: (a) would purchase the Public Shares at a price no higher than the price offered through the redemption process; (b) would represent in writing that such Public Shares will not be voted in favor of approving the Extension Payment Removal Proposal, the Redemption Limitation Amendment Proposal and the Trust Amendment Proposal; and (c) would waive in writing any redemption rights with respect to the Public Shares so purchased.

Furthermore, the Sponsor may enter into arrangements with a limited number of public shareholders pursuant to which such shareholders would agree not to redeem their Public Shares in connection with the Extension Payment Removal Proposal, the Redemption Limitation Amendment Proposal and the Trust Amendment Proposal. The Sponsor may provide such shareholders either Founder Shares, membership interests in the Sponsor or other consideration pursuant to such arrangements.

To the extent any such purchases by the initial shareholders, officers, directors, advisors or their affiliates are made in situations in which the tender offer rules restrictions on purchases apply, BFAC will disclose in a Current Report on Form 8-K prior to the Special Meeting the following: (i) the number of Public Shares purchased outside of the redemption offer, along with the purchase price(s) for such Public Shares; (ii) the purpose of any such purchases; (iii) the impact, if any, of the purchases on the likelihood that the Extension Payment Removal Proposal, the Redemption Limitation Amendment Proposal and the Trust Agreement Amendment Proposal will be approved; (iv) the identities of the securityholders who sold to the initial shareholders, officers, directors, advisors or their affiliates (if not purchased on the open market) or the nature of the securityholders (e.g., five percent security holders) who sold such Public Shares; and (v) the number of Public Shares for which BFAC has received redemption requests pursuant to the redemption offer.

The purpose of such share purchases and other transactions would be to increase the likelihood of limiting the number of Public Shares electing to redeem.

If such transactions are effected, the consequence could be to cause the Extension Payment Removal Proposal, the Redemption Limitation Amendment Proposal and the Trust Agreement Amendment Proposal to be approved in circumstances where such effectuation could not otherwise occur. Consistent with SEC guidance, shares purchased by the persons described above would not be permitted to be voted for the Extension Payment Removal Proposal, the Redemption Limitation Amendment Proposal and the Trust Agreement Amendment Proposal at the Special Meeting, or any subsequent proposed initial business combination, and could decrease the chances that the Extension Payment Removal Proposal, the Redemption Limitation Amendment Proposal and the Trust Agreement Amendment Proposal will be approved, or that a subsequent proposed initial business combination would be approved. In addition, if such purchases are made, the public “float” of BFAC’s securities and the number of beneficial holders of BFAC’s securities may be reduced, possibly making it difficult to maintain or obtain the quotation, listing or trading of BFAC’s securities on a national securities exchange.

BFAC hereby represents that any BFAC securities purchased by the initial shareholders, officers, directors, advisors or their affiliates in situations in which the tender offer rules restrictions on purchases would apply will not be voted in favor of approving the Extension Payment Removal Proposal, the Redemption Limitation Amendment Proposal and the Trust Amendment Proposal.

If you fail to vote by proxy or to vote yourself at the Special Meeting, your shares will not be counted in connection with the determination of whether a valid quorum is established and, if a valid quorum is otherwise established, such failure to vote will have no effect on the outcome of any vote on the Extension Payment Removal Proposal, the Redemption Limitation Amendment Proposal, the Trust Agreement Amendment Proposal and the Adjournment Proposal.

If you vote to “ABSTAIN” or if you do not provide instructions with your proxy card to your broker, bank or nominee, such abstentions (but not broker non-votes) will be counted in connection with the determination of whether a valid quorum is established and will have no effect on the outcome of the Extension Payment Removal Proposal, the Redemption Limitation Amendment Proposal and the Trust Agreement Amendment Proposal.

If the Extension Payment Amendment Proposal, the Redemption Limitation Amendment Proposal and the Trust Agreement Amendment Proposal are approved, the Adjournment Proposal will not be presented for a vote.

If the Extension Payment Removal Proposal and the Trust Agreement Amendment Proposal are not approved at the Special Meeting or at any adjournment thereof and the Sponsor, Pala and Roth do not elect to extend the Termination Date by further funding the Trust Account, or if BFAC is otherwise unable to consummate its initial business combination by the Termination Date, BFAC will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten (10) business days thereafter subject to lawfully available funds therefor, redeem 100% of the Public Shares in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including any interest earned on the funds held in the Trust Account (net of interest that may be used to pay BFAC’s taxes payable and for dissolution expenses), by (B) the total number of then issued and outstanding Public Shares, which redemption will completely extinguish rights of the holders of Public Shares (including the right to receive further liquidating distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of BFAC’s remaining shareholders and the Board in accordance with applicable law, dissolve and liquidate, subject in the case of clauses (ii) and (iii) above to BFAC’s obligations under the Companies Act to provide for claims of creditors and other requirements of applicable law.

The Sponsor, Pala, Roth, and BFAC’s officers and directors waived their rights to participate in any liquidation distribution with respect to the 8,625,000 Founder Shares held by them. There will be no distribution from the Trust Account with respect to BFAC’s warrants, which will expire worthless in the event BFAC dissolves and liquidates the Trust Account.

If the Extension Payment Removal Proposal and the Trust Agreement Amendment Proposal are approved and the Proposed Extension Payment Removal is implemented, the removal from the Trust Account of the amount equal to the pro rata portion of funds available in the Trust Account with respect to such redeemed Public Shares will reduce the amount remaining in the Trust Account and increase the percentage interest of BFAC held by BFAC, BFAC’s officers and directors, Pala, Roth, and the Sponsor and its affiliates. In addition, the Articles of Association provide that BFAC cannot redeem or repurchase Public Shares to the extent such redemption would result in BFAC’s failure to have at least $5,000,001 of net tangible assets. As a result, if the Redemption Limitation Amendment Proposal is not approved at the Special Meeting, BFAC will not proceed with the Proposed Extension Payment Removal or the Redemption if BFAC will not have at least $5,000,001 of net tangible assets upon its implementation of the Proposed Extension Payment Removal, after taking into account the Redemption.

You also may revoke your proxy by sending a notice of revocation to BFAC’s Chief Financial Officer, which must be received by BFAC’s Chief Financial Officer on or before the Special Meeting. Attending the Special Meeting will not cause your previously granted proxy to be revoked unless you specifically so request.

One or more shareholders who together hold not less than a majority of the issued and outstanding Ordinary Shares and the Founder Shares entitled to attend and vote at the Special Meeting being individuals present in person or by proxy or if a corporation or other non-natural person by its duly authorized representative or proxy shall be a quorum.

Voting by Mail. By signing the proxy card and returning it in the enclosed prepaid and addressed envelope, you are authorizing the individuals named on the proxy card to vote your shares at the Special Meeting in the manner you indicate. You are encouraged to sign and return the proxy card even if you plan to attend the Special Meeting so that your shares will be voted if you are unable to attend the Special Meeting. If you receive more than one proxy card, it is an indication that your shares are held in multiple accounts. Please sign and return all proxy cards to ensure that all of your shares are voted. Votes submitted by mail must be received by 11:59 p.m., New York Time, on November 13, 2023.

Voting by Internet. Shareholders who have received a copy of the proxy card by mail may be able to vote over the Internet by visiting https://www.cstproxy.com/batteryfutureacquisition/egm2023 and entering the voter control number included on your proxy card.

The Board has also determined that the Redemption Limitation Amendment Proposal is in the best interests of BFAC and its shareholders. The Board unanimously recommends that BFAC shareholders vote “FOR” the Redemption Limitation Amendment Proposal.

The Board has also determined that the Trust Agreement Amendment Proposal is in the best interests of BFAC and its shareholders. The Board unanimously recommends that BFAC shareholders vote “FOR” the Trust Agreement Amendment Proposal.

Additionally, the Board has determined that the Adjournment Proposal is in the best interests of BFAC and its shareholders. The Board unanimously recommends that BFAC shareholders vote “FOR” the Adjournment Proposal.

If you hold Units registered in your own name, you must deliver the certificate for such Units to the Trustee with written instructions to separate such Units into Public Shares and public warrants. This must be completed far enough in advance to permit the mailing of the Public Share certificates back to you so that you may then exercise your redemption rights upon the separation of the Public Shares from the Units. See “How do I exercise my redemption rights?” below. The address of the Trustee is listed under the question “Who can help answer my questions?” below.

If a broker, dealer, commercial bank, trust company or other nominee holds your Units, you must instruct such nominee to separate your Units. Your nominee must send written instructions by facsimile to the Trustee. Such written instructions must include the number of Units to be split and the nominee holding such Units. Your nominee must also initiate electronically, using DTC’s DWAC system, a withdrawal of the relevant Units and a deposit of an equal number of Public Shares and public warrants. This must be completed far enough in advance to permit your nominee to exercise your redemption rights upon the separation of the Public Shares from the Units. While this is typically done electronically the same business day, you should allow at least one full business day to accomplish the separation. If you fail to cause your Public Shares to be separated in a timely manner, you will likely not be able to exercise your Redemption rights.

There is currently uncertainty concerning the applicability of the Investment Company Act to a SPAC. As indicated above, we completed our IPO on December 17, 2021 and have operated as a blank check company searching for a target business with which to consummate an initial business combination. We may be unable to complete the initial business combination within 24 months after the effective date of the registration statement for our IPO. If we were deemed to be an investment company for purposes of the Investment Company Act, we might be forced to abandon our efforts to complete an initial business combination and instead be required to liquidate the Company. If we are required to liquidate the Company, our investors would not be able to realize the benefits of owning shares in a successor operating business, including the potential appreciation in the value of our shares and warrants following such a transaction, and our warrants would expire worthless.

Upon the closing of the IPO, the funds in the Trust Account were held only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds investing solely in U.S. government treasury obligations and meeting certain conditions under Rule 2a-7 under the Investment Company Act. As of June 30, 2023, amounts held in the Trust Account included approximately $6,660,641 of accrued interest. To mitigate the risk of us being deemed to have been operating as an unregistered investment company under the Investment Company Act, on May 18, 2023, we instructed the Trustee with respect to the Trust Account to liquidate the U.S. government treasury obligations or money market funds held in the Trust Account and thereafter to hold all funds in the Trust Account in an interest-bearing trust account until the earlier of the consummation of a business combination or our liquidation. Following such liquidation of the assets in our Trust Account, we have received minimal interest, if any, on the funds held in the Trust Account, which would reduce the dollar amount our public shareholders would have otherwise received upon any redemption or liquidation of the Company if the assets in the trust account had remained in U.S. government securities or money market funds.

Continental Stock Transfer & Trust Company, LLC
1 State Street, 30th Floor
New York, NY 10004
Attn: SPAC Redemption Team
Email: spacredemptions@continentalstock.com

In order to exercise your redemption rights, you must, prior to 4:30 p.m. New York Time on November 10, 2023 (two (2) business days before the special meeting), (i) submit a written request to the Trustee, that BFAC redeem your Public Shares for cash including the legal name, phone number, and address of the beneficial owner of the shares for which redemption is requested, and (ii) deliver your shares to the Trustee physically or electronically through DTC. The address of BFAC’s transfer agent is listed under the question “Who can help answer my questions?” below. BFAC requests that any requests for redemption include the identity as to the beneficial owner making such request. Electronic delivery of your shares generally will be faster than delivery of physical share certificates.

A physical share certificate will not be needed if your shares are delivered to BFAC’s transfer agent electronically. In order to obtain a physical share certificate, a shareholder’s broker and/or clearing broker, DTC and BFAC’s transfer agent will need to act to facilitate the request. It is BFAC’s understanding that shareholders should generally allot at least one week to obtain physical certificates from the transfer agent. However, because BFAC does not have any control over this process or over the brokers or DTC, it may take significantly longer than one week to obtain a physical share certificate. If it takes longer than anticipated to obtain a physical certificate, shareholders who wish to redeem their shares may be unable to obtain physical certificates by the deadline for exercising their redemption rights and thus will be unable to redeem their shares.

Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with BFAC’s consent, until the vote is taken with respect to an initial business combination. If you delivered your shares for redemption to the Trustee and decide within the required timeframe not to exercise your redemption rights, you may request that the Trustee return the shares (physically or electronically). Such requests may be made by contacting the Trustee at the phone number or address listed under the question “Who can help answer my questions?”

BFAC shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name” are required to either tender their certificates to the transfer agent prior to the date set forth in this proxy statement, or up to two (2) business days prior to the vote on the proposal to approve the Extension Payment Removal at the Special Meeting, or to deliver their shares to the transfer agent electronically using the DTC’s DWAC system, at such shareholder’s option. The requirement for physical or electronic delivery prior to the Special Meeting ensures that a redeeming shareholder’s election to redeem is irrevocable once the Extension Payment Removal Proposal is approved.

There is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC system. The transfer agent will typically charge a tendering broker a fee and it is in the broker’s discretion whether or not to pass this cost on to the redeeming shareholder. However, this fee would be incurred regardless of whether or not shareholders seeking to exercise redemption rights are required to tender their shares, as the need to deliver shares is a requirement to exercising redemption rights, regardless of the timing of when such delivery must be effectuated.

Separate voting materials will be mailed to BFAC shareholders for the Business Combination Special Meeting to be held on a later date. Please be sure to complete, sign, date and return each proxy card and voting instruction card received relating to both the Special Meeting.

Battery Future Acquisition Corp.
777 Brickell Ave. #500-97545
Miami, Florida 33131

You may also contact the proxy solicitor for BFAC at:

Morrow Sodali, LLC
333 Ludlow Street, 5th Floor, South Tower
Stamford, CT 06902
Individuals call toll-free (800) 662-5200
Banks and brokers call (203) 658-9400
Email: BFAC@investor.morrowsodali.com

To obtain timely delivery, BFAC shareholders must request the materials no later than November 7, 2023, or five (5) business days prior to the date of the Special Meeting. You may also obtain additional information about BFAC from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.”

If you intend to seek redemption of your Public Shares, you will need to send a letter demanding redemption and deliver your Public Shares (either physically or electronically) to the transfer agent on or before 4:30 p.m., New York Time, on November 10, 2023 (two business days before the Special Meeting) in accordance with the procedures detailed under the question “How do I exercise my redemption rights?”. If you have questions regarding the certification of your position or delivery of your Public Shares, please contact the transfer agent:

Continental Stock Transfer & Trust Company, LLC
1 State Street, 30th Floor
New York, NY 10004
Attn: SPAC Redemption Team
Email: spacredemptions@continentalstock.com

SPECIAL MEETING OF BFAC SHAREHOLDERS

This proxy statement is being provided to BFAC shareholders as part of a solicitation of proxies by the Board for use at the Special Meeting of BFAC shareholders to be held on November 14, 2023, and at any adjournment thereof. This proxy statement contains important information regarding the Special Meeting, the proposals on which you are being asked to vote and information you may find useful in determining how to vote and voting procedures.

This proxy statement is being first mailed on or about October 24, 2023 to all shareholders of record of BFAC as of October 23, 2023, the record date for the Special Meeting. Shareholders of record who owned Ordinary Shares or Founder Shares at the close of business on the Record Date are entitled to receive notice of, attend and vote at the Special Meeting.

Date, Time and Place of Special Meeting

The Special Meeting will be held at 10:00 a.m., New York Time, on November 14, 2023 at the offices of Winston & Strawn LLP at 200 Park Avenue, New York, New York 10166 and via live webcast at visiting https://www.cstproxy.com/batteryfutureacquisition/egm2023. The Special Meeting may be held at such other date, time and place to which such meeting may be adjourned, to consider and vote on the proposals.

Proposals at the Special Meeting

At the Special Meeting, BFAC shareholders will consider and vote on the following proposals:

Voting Power; Record Date

As a shareholder of BFAC, you have a right to vote on certain matters affecting BFAC. The proposals that will be presented at the Special Meeting and upon which you are being asked to vote are summarized above and fully set forth in this proxy statement. You will be entitled to vote or direct votes to be cast at the Special Meeting if you own Ordinary Shares or Founder Shares at the close of business on October 23, 2023, which is the Record Date for the Special Meeting. You are entitled to one (1) vote for each Ordinary Share or Founder Share that you own as of the close of business on the Record Date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker, bank or other nominee to ensure that votes related to the shares you beneficially own are properly counted. On the Record Date, there were 20,061,925 issued and outstanding shares, of which 11,436,925 shares were held by holders of Public Shares and 8,625,000 Founder Shares were held by the Sponsor, Pala and Roth.

Recommendation of the Board

THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR”
EACH OF THESE PROPOSALS

Quorum and Required Vote for Proposals for the Special Meeting

The approval of the Extension Payment Removal Proposal requires a special resolution under the Companies Act, being the affirmative vote of at least two-thirds (2/3) of the votes cast by the holders of the issued and outstanding Ordinary Shares and Founder Shares present in person or represented by proxy at the Special Meeting or any adjournment thereof and entitled to vote on such matter. One or more shareholders who together hold not less than a majority of the issued and outstanding Ordinary Shares and Founder Shares entitled to attend and vote at the Special Meeting being individuals present in person or by proxy or if a corporation or other non-natural person by its duly authorized representative or proxy shall be a quorum. The failure to vote, abstentions and broker non-votes will have no effect on the outcome of the Extension Payment Removal Proposal.

Approval of the Redemption Limitation Amendment Proposal requires a special resolution under the Companies Act, being the affirmative vote of at least two-thirds (2/3) of the votes cast by the holders of the issued and outstanding Ordinary Shares and Founder Shares present in person or represented by proxy at the Special Meeting or any adjournment thereof and entitled to vote on such matter. One or more shareholders who together hold not less than a majority of the issued and outstanding Ordinary Shares and Founder Shares entitled to attend and vote at the Special Meeting being individuals present in person or by proxy or if a corporation or other non-natural person by its duly authorized representative or proxy shall be a quorum. The failure to vote, abstentions and broker non-votes will have no effect on the outcome of the Redemption Limitation Amendment Proposal.

Approval of the Trust Agreement Amendment Proposal requires the affirmative vote of sixty-five percent (65%) of the votes cast by the holders of the issued and outstanding Ordinary Shares and Founder Shares present in person or represented by proxy at the Special Meeting and the Adjournment Proposal requires an ordinary resolution under the Companies Act, being the affirmative vote of at least a majority of the votes cast by the holders of the issued and outstanding Ordinary Shares and Founder Shares present in person or represented by proxy at the Special Meeting or any adjournment thereof and entitled to vote on such matter. The failure to vote, abstentions and broker non-votes will have no effect on the outcome of the Trust Agreement Amendment Proposal and Adjournment Proposal.

It is possible that BFAC will not be able to complete its initial business combination on or before the Termination Date, Existing Extension Period or by the Extended Date if the Extension Payment Removal Proposal, the Redemption Limitation Amendment Proposal and the Trust Agreement Amendment Proposal are approved. If BFAC fails to complete its initial business combination on or before the Termination Date, Existing Extension Period or by the Extended Date if the Extension Payment Removal Proposal, the Redemption Limitation Amendment Proposal and the Trust Agreement Amendment are approved, BFAC will be required to dissolve and liquidate the Trust Account by returning the then remaining funds in such account to the holders of Public Shares.

Voting Your Shares—Shareholders of Record

If you are a BFAC shareholder of record, you may vote by mail, Internet or telephone. Each Ordinary Share or Founder Share that you own in your name entitles you to one (1) vote on each of the proposals for the Special Meeting. Your one (1) or more proxy cards show the number of Ordinary Shares or Founder Shares that you own.

Voting by Mail. You can vote your shares by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. By signing the proxy card and returning it in the enclosed prepaid and addressed envelope, you are authorizing the individuals named on the proxy card to vote your shares at the Special Meeting in the manner you indicate. You are encouraged to sign and return the proxy card even if you plan to attend the Special Meeting so that your shares will be voted if you are unable to attend the Special Meeting. If you receive more than one proxy card, it is an indication that your shares are held in multiple accounts. Please sign and return all proxy cards to ensure that all of your shares are voted. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the Special Meeting. If you sign and return the proxy card but do not give instructions on how to vote your shares, your Ordinary Shares will be voted as recommended by the Board. The Board unanimously recommends voting “FOR” the Extension Payment Removal Proposal, “FOR” the Redemption Limitation Amendment Proposal, “FOR” the Trust Agreement Amendment Proposal and “FOR” the Adjournment Proposal. Votes submitted by mail must be received by 11:59 p.m., New York Time, on November 13, 2023.

Voting by Internet. Shareholders who have received a copy of the proxy card by mail may be able to vote over the Internet by visiting https://www.cstproxy.com/batteryfutureacquisition/egm2023 and entering the voter control number included on their proxy card.

Voting Your Shares—Beneficial Owners

If your shares are registered in the name of your broker, bank or other agent, you are the “beneficial owner” of those shares and those shares are considered as held in “street name.” If you are a beneficial owner of shares registered in the name of your broker, bank or other agent, you should have received a proxy card and voting instructions with these proxy materials from that organization rather than directly from BFAC. Simply complete and mail the proxy card to ensure that your vote is counted. You may be eligible to vote your shares electronically over the Internet or by telephone. A large number of banks and brokerage firms offer Internet and telephone voting. If your bank or brokerage firm does not offer Internet or telephone voting information, please complete and return your proxy card in the self-addressed, postage-paid envelope provided. To vote yourself at the Special Meeting, you must first obtain a valid legal proxy from your broker, bank or other agent and then register in advance to attend the Special Meeting. Follow the instructions from your broker or bank included with these proxy materials, or contact your broker or bank to request a legal proxy form.

After obtaining a valid legal proxy from your broker, bank or other agent, you must then register to attend the Special Meeting by submitting proof of your legal proxy reflecting the number of your shares along with your name and email address to the Trustee. Requests for registration should be directed to proxyservices@continentalstock.com. Written requests can be mailed to:

Continental Stock Transfer & Trust Company, LLC
Attn: Proxy Services Department
1 State Street, 30th Floor
New York, NY 10004

Requests for registration must be labelled as “Legal Proxy” and be received no later than 4:30 p.m., New York Time, on November 7, 2023.

You will receive a confirmation of your registration by email after BFAC receives your registration materials. You may attend the Special Meeting by visiting https://www.cstproxy.com/batteryfutureacquisition/egm2023. You will also need a voter control number included on your proxy card in order to be able to vote your shares or submit questions during the Special Meeting. Follow the instructions provided to vote. BFAC encourages you to access the Special Meeting prior to the start time leaving ample time for the check in.

Attending the Special Meeting

The Special Meeting will be held at 10:00 a.m., New York Time, on November 14, 2023 and virtually via live webcast on the Internet. You will be able to attend the Special Meeting in person at the offices of Winston & Strawn LLP at 200 Park Avenue, New York, New York 10166 and virtually by visiting https://www.cstproxy.com/batteryfutureacquisition/egm2023. In order to vote or submit a question during the Special Meeting, you will also need the voter control number included on your proxy card. If you do not have the control number, you will be able to listen to the Special Meeting only by registering as a guest and you will not be able to vote or submit your questions during the Special Meeting.

Revoking Your Proxy

If you give a proxy, you may revoke it at any time before the Special Meeting or at the Special Meeting by doing any one of the following:

No Additional Matters

The Special Meeting has been called only to consider and vote on the approval of the Extension Payment Removal Proposal, the Redemption Limitation Amendment Proposal, the Trust Agreement Amendment Proposal and the Adjournment Proposal. Under the Articles of Association, other than procedural matters incident to the conduct of the Special Meeting, no other matters may be considered at the Special Meeting if they are not included in this proxy statement, which serves as the notice of the Special Meeting.

BFAC intends to hold the Business Combination Special Meeting to approve an initial business combination at a future date.

Who Can Answer Your Questions about Voting

If you have any questions about how to vote or direct a vote in respect of your Ordinary Shares, you may call Morrow Sodali, LLC, BFAC’s proxy solicitor, at (800) 662-5200 or banks and brokers can call at (203) 658-9400 or email at BFAC@investor.morrowsodali.com.

Redemption Rights

In connection with the Extension Payment Removal Proposal, the Redemption Limitation Amendment Proposal and the Trust Agreement Amendment Proposal and contingent upon the effectiveness of the implementation of the Proposed Extension Payment Removal, each holder of Public Shares may seek to redeem its Public Shares for a pro rata portion of the funds available in the Trust Account, less any taxes. If you exercise your Redemption rights, you will be exchanging your Public Shares for cash and will no longer own the shares. However, BFAC will not proceed with the Proposed Extension Payment Removal or the Redemption if the Redemption Limitation Amendment Proposal is not approved at the Special Meeting and BFAC will not have at least $5,000,001 of net tangible assets upon its implementation of the Proposed Extension Payment Removal, after taking into account the Redemption.

In order to exercise your Redemption rights you must:

Continental Stock Transfer & Trust Company, LLC
1 State Street, 30th Floor
New York, NY 10004
Attn: SPAC Redemption Team
Email: spacredemptions@continentalstock.com

and

Shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name” are required to either tender their certificates to the transfer agent prior to the date set forth in this proxy statement, or up to two business days prior to the vote on the proposal to approve the Extension Payment Removal Proposal at the Special Meeting, or to deliver their shares to the transfer agent electronically using DTC’s DWAC system, at such shareholder’s option.

Holders of outstanding Units must separate the underlying Public Shares and public warrants prior to exercising redemption rights with respect to the Public Shares. If you hold Units registered in your own name, you must deliver the certificate for such Units to the Trustee, with written instructions to separate such Units into Public Shares and public warrants. This must be completed far enough in advance to permit the mailing of the Public Share certificates back to you so that you may then exercise your redemption rights upon the separation of the Public Shares from the Units.

If a broker, dealer, commercial bank, trust company or other nominee holds your Units, you must instruct such nominee to separate your Units. Your nominee must send written instructions by facsimile to the Trustee. Such written instructions must include the number of Units to be split and the nominee holding such Units. Your nominee must also initiate electronically, using DTC’s DWAC system, a withdrawal of the relevant Units and a deposit of an equal number of Public Shares and public warrants. This must be completed far enough in advance to permit your nominee to exercise your redemption rights upon the separation of the Public Shares from the Units. While this is typically done electronically on the same business day, you should allow at least one full business day to accomplish the separation. If you fail to cause your Units to be separated in a timely manner, you will likely not be able to exercise your redemption rights.

Each redemption of a Public Share by holders of Public Shares will reduce the amount in the Trust Account, which held marketable securities with a fair value of approximately $124 million as of the Record Date. Prior to their exercising Redemption rights, BFAC shareholders should verify the market price of the Ordinary Shares, as shareholders may receive higher proceeds from the sale of their Ordinary Shares in the public market than from exercising their redemption rights if the market price per share is higher than the redemption price. There is no assurance that you will be able to sell your Public Shares in the open market, even if the market price per share is lower than the redemption price stated above, as there may not be sufficient liquidity in the Ordinary Shares when you wish to sell your shares.

If you exercise your Redemption rights, your Public Shares will cease to be outstanding and will only represent the right to receive a pro rata share of the aggregate amount then on deposit in the Trust Account. You will have no right to participate in, or have any interest in, the future growth of BFAC, if any. You will be entitled to receive cash for your Public Shares only if you properly and timely demand redemption.

If the Extension Payment Removal Proposal is not approved and the Sponsor, Pala and Roth do not elect to extend the Termination Date by further funding the Trust Account, BFAC will be required to dissolve and liquidate the Trust Account by returning the then remaining funds in such account to the holders of Public Shares and all of BFAC’s warrants will expire worthless.

Your right to redeem in connection with the Special Meeting relating to the Extension Payment Removal Proposal, the Redemption Limitation Amendment Proposal and the Trust Agreement Amendment Proposal does not affect the right of BFAC shareholders to elect to redeem their Public Shares in connection with an initial business combination, which is a separate and additional redemption right available to BFAC shareholders.

Appraisal Rights

There are no appraisal rights available to BFAC shareholders in connection with the Extension Payment Removal Proposal.

Proxy Solicitation Costs

BFAC is soliciting proxies on behalf of the Board. This proxy solicitation is being made by mail, but also may be made by telephone or on the Internet. BFAC has engaged Morrow Sodali, LLC to assist in the solicitation of proxies for the Special Meeting. BFAC and its directors, officers and employees may also solicit proxies on the Internet. BFAC will ask banks, brokers and other institutions, nominees and fiduciaries to forward this proxy statement and the related proxy materials to their principals and to obtain their authority to execute proxies and voting instructions.

BFAC will bear the entire cost of the proxy solicitation, including the preparation, assembly, printing, mailing and distribution of this proxy statement and the related proxy materials. BFAC will reimburse brokerage firms and other custodians for their reasonable out-of-pocket expenses for forwarding this proxy statement and the related proxy materials to BFAC shareholders. Directors, officers and employees of BFAC who solicit proxies will not be paid any additional compensation for soliciting.

Our ability to complete an initial business combination with a U.S. target company may be impacted if such initial business combination may be subject to U.S. foreign investment regulations and review by a U.S. government entity such as the Committee on Foreign Investment in the United States (CFIUS), and ultimately prohibited.

We are a Cayman Islands exempted company. The Sponsor, which is a Delaware limited liability company, owns 5,573,899 Founder Shares. Although entities organized in non-U.S. jurisdictions such as the Cayman Islands are sometimes considered “foreign persons” under the regulations administered by CFIUS, we believe that neither we nor the Sponsor would be considered a foreign person because they are ultimately controlled and majority-owned by U.S. nationals.

In the event the Sponsor is considered a foreign person, however, we could also be considered a foreign person and would continue to be considered as such in the future for so long as the Sponsor has the ability to exercise control over us for purposes of CFIUS’s regulations. We could likewise be considered a foreign person if a foreign investor acquires a significant interest in us and is viewed as having the ability to exercise control over us or under other, unforeseen circumstances. As such, an initial business combination with a U.S. business may be subject to CFIUS review, the scope of which was expanded by the Foreign Investment Risk Review Modernization Act of 2018 (“FIRRMA”), to include certain non-passive, non-controlling investments in sensitive U.S. businesses and certain acquisitions of real estate even with no underlying U.S. business. FIRRMA, and subsequent implementing regulations that are now in force, also subjects certain categories of investments to mandatory filings. If our potential initial business combination is with a U.S. business and falls within CFIUS’s jurisdiction, we may determine that it is required to make a mandatory filing or that we will submit a voluntary notice to CFIUS, or to proceed with the initial business combination without notifying CFIUS and risk CFIUS intervention, before or after closing the initial business combination. CFIUS may decide to delay any such initial business combination or recommend that the U.S. President block the initial business combination or order us to divest all or a portion of a U.S. business of the combined company, which may limit the attractiveness of or prevent us from pursuing certain initial business combination opportunities that we believe would otherwise be beneficial to us and our shareholders. As a result, the pool of potential targets with which we could complete an initial business combination may be impacted, and we may be adversely affected in terms of competing with other special purpose acquisition companies which do not have similar potential foreign ownership issues.

Moreover, the process of government review, whether by the CFIUS or otherwise, could be lengthy, and we have limited time to complete an initial business combination. If we cannot complete an initial business combination within the timeframe permitted under our Articles of Association, whether or not the Extension Payment Removal Proposal is approved and adopted, because the review process extends beyond such timeframe or because the initial business combination is ultimately prohibited by CFIUS or another U.S. government entity,

we may be required to liquidate. If we liquidate, our public shareholders may only receive the redemption value of their shares (approximately $10.84 per share at October 12, 2023), and our warrants will expire worthless. This will also cause you to lose the investment opportunity in a target company and the chance of realizing future gains on your investment through any price appreciation in a combined company.

Interests of the Initial Shareholders

In considering the recommendation of our board to vote in favor of the Extension Payment Removal Proposal and the Trust Agreement Amendment Proposal, shareholders should be aware that, aside from their interests as shareholders, the initial shareholders have interests in an initial business combination that are different from, or in addition to, those of other shareholders generally. BFAC’s directors are aware of and considered these interests, among other matters, in evaluating an initial business combination, in recommending to shareholders that they approve an initial business combination and in agreeing to vote their shares in favor of an initial business combination. Shareholders should take these interests into account in deciding whether to approve an initial business combination. These interests include, among other things:

Additionally, if the Extension Payment Removal Proposal, the Redemption Limitation Amendment Proposal and the Trust Agreement Amendment Proposal are approved and BFAC consummates an initial business combination, the officers and directors of BFAC may have additional interests as described in the proxy statement/prospectus for such transaction.

PROPOSAL NO. 1 – THE EXTENSION PAYMENT REMOVAL PROPOSAL

Overview

BFAC is proposing to amend its Articles of Association to remove the Current Extension Payment required under the Articles of Association for each Existing Extension Period and to allow BFAC to extend the Combination Period to the Extended Date without depositing extra funds in the Trust Account. A copy of the proposed amended and restated Articles of Association of BFAC is attached to this proxy statement as part of Annex A.

BFAC intends to hold the Business Combination Special Meeting at a future date to approve an initial business combination. While BFAC is using its best efforts to complete an initial business combination on or before the Termination Date, the Board believes that it is in the best interests of BFAC shareholders that the Proposed Extension Payment Removal be obtained. Without the Proposed Extension Payment Removal, BFAC believes that there is significant risk that BFAC will not, despite its best efforts, be able to pay for future extensions and, accordingly, complete an initial business combination on or before the Termination Date (as may be extended under the current terms of our Articles of Association). If that were to occur, BFAC would be forced to liquidate even if BFAC shareholders are otherwise in favor of consummating an initial business combination.

On February 23, 2023, BFAC signed a non-binding letter of intent for a business combination with a company in the battery technology sector (the “Target”). As of the date of this proxy statement, discussions are ongoing between us and the Target. However, no assurances can be made that BFAC and Target will successfully negotiate and enter into a definitive agreement regarding a business combination. Any transaction would be subject to board and equity holder approval of both companies, regulatory approvals and other customary closing conditions.

Articles of Association

BFAC believes that given BFAC’s expenditure of time, effort and money on an initial business combination, circumstances warrant ensuring that BFAC is in the best position possible to consummate an initial business combination and that it is in the best interests of BFAC shareholders that BFAC implement the Proposed Extension Payment Removal. BFAC believes an initial business combination will provide significant benefits to its shareholders.

As contemplated by the Articles of Association, the holders of the Ordinary Shares may elect to redeem all or a portion of their Public Shares in exchange for their pro rata portion of the funds held in the Trust Account if the Proposed Extension Payment Removal is implemented. However, BFAC will not proceed with the Proposed Payment Reduction or the Redemption if the Redemption Limitation Amendment Proposal is not approved at the Special Meeting and BFAC will not have at least $5,000,001 of net tangible assets upon its implementation of the Proposed Extension Payment Removal, after taking into account the Redemption. You may elect to redeem your Public Shares in connection with the Special Meeting.

On the Record Date, the redemption price per Public Share was approximately $10.85 (which is expected to be the same approximate amount two (2) business days prior to the Special Meeting), based on the aggregate amount on deposit in the Trust Account of approximately $124 million as of the Record Date (including interest not previously released to BFAC to pay its taxes), divided by the total number of then outstanding Public Shares. The closing price of the Ordinary Shares on the NYSE on the Record Date was $10.83. Accordingly, if the market price of the Ordinary Shares were to remain the same until the date of the Special Meeting, exercising redemption rights would result in a holder of Public Shares receiving approximately $0.02 more per share than if the Public Shares were sold in the open market. BFAC cannot assure shareholders that they will be able to sell their Ordinary Shares in the open market, even if the market price per Public Share is lower than the redemption price stated above, as there may not be sufficient liquidity in its securities when such shareholders wish to sell their shares. BFAC believes that such redemption right enables its holders of Public Shares to determine whether to sustain their investments for an additional period if BFAC does not complete an initial business combination on or before the Termination Date (assuming no Existing Extension Periods).

Reasons for the Extension Payment Removal Proposal

The Articles of Association currently provides that BFAC has until the Termination Date or up to June 17, 2024 (i.e. 30 months from the consummation of the IPO) to consummate an initial business combination subject to the Sponsor, Pala, Roth and/or their affiliates or designees depositing into the Trust Account the Current Extension Payment, to complete an initial business combination. BFAC and its officers and directors agreed that they would not seek to amend the Articles of Association to allow for a longer period of time to complete a business combination unless BFAC provided holders of its Public Shares with the right to seek redemption of their Public Shares in connection therewith. While BFAC is using its best efforts to complete an initial business combination on or before the Termination Date, the Board believes that it is in the best interests of BFAC shareholders that BFAC remove the Current Extension Payment provided by the Articles of Association and Trust Agreement and to allow for an extension of the Combination Period to the Extended Date without depositing extra funds in the Trust Account. Without the Proposed Extension Payment Removal, BFAC believes that there is significant risk that BFAC will not, despite its best efforts, be able to pay for future extensions and, accordingly, complete an initial business combination on or before the Termination Date (as may be extended under the current terms of our Articles of Association). If that were to occur, BFAC would be forced to liquidate even if BFAC shareholders are otherwise in favor of consummating the initial business combination.

The Extension Payment Removal Proposal is essential to allowing BFAC additional time to consummate an initial business combination in the event an initial business combination is for any reason not completed on or before the Termination Date (as may be extended under the current terms of our Articles of Association). Approval of each of the Extension Payment Removal Proposal and the Trust Agreement Amendment Proposal is a condition to the implementation of the Proposed Extension Payment Removal. BFAC will not proceed with the Proposed Extension Payment Removal or the Redemption if the Redemption Limitation Amendment Proposal is not approved at the Special Meeting and BFAC will not have at least $5,000,001 of net tangible assets upon its implementation of the Proposed Extension Payment Removal, after taking into account the Redemption.

BFAC believes that given BFAC’s expenditure of time, effort and money on an initial business combination, circumstances warrant ensuring that BFAC is in the best position possible to consummate an initial business combination and that it is in the best interests of BFAC shareholders that BFAC implement the Proposed Extension Payment Removal.

If the Extension Payment Removal Proposal is Not Approved

If the Extension Payment Removal Proposal is not approved and the Sponsor, Pala and Roth do not elect to extend the Termination Date by further funding the Trust Account, or if BFAC is otherwise unable to consummate its initial business combination by the Termination Date, BFAC will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available funds therefor, redeem 100% of the Public Shares in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including any interest earned on the funds held in the Trust Account (net of interest that may be used to pay BFAC’s taxes payable and for dissolution expenses), by (B) the total number of then issued and outstanding Public Shares, which redemption will completely extinguish rights of the holders of Public Shares (including the right to receive further liquidating distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of BFAC’s remaining shareholders and the Board in accordance with applicable law, dissolve and liquidate, subject in the case of clauses (ii) and (iii) above to BFAC’s obligations under the Companies Act to provide for claims of creditors and other requirements of applicable law.

The Sponsor, Pala, Roth and BFAC’s officers and directors have waived their rights to participate in any liquidation distribution with respect to the 8,625,000 Founder Shares held by them. There will be no distribution from the Trust Account with respect to BFAC’s warrants, which will expire worthless in the event BFAC dissolves and liquidates the Trust Account.

If the Extension Payment Removal Proposal is Approved

If the Extension Payment Removal Proposal is approved, BFAC intends to file the amended and restated Articles of Association with the Cayman Islands Registrar of Companies in the form of Annex A hereto to extend the time it has to complete an initial business combination to the Extended Date. BFAC will then continue to attempt to consummate an initial business combination to the Extended Date. BFAC will remain a reporting company under the Exchange Act and its Units, Ordinary Shares and public warrants will remain publicly traded during this time.

You are not being asked to vote on an initial business combination at the Special Meeting. The vote by BFAC shareholders on an initial business combination will occur at a separate Business Combination Special Meeting of BFAC shareholders, to be held at a later date, and the solicitation of proxies from BFAC shareholders in connection with such separate Business Combination Special Meeting, and the related right of BFAC shareholders to redeem in connection with an initial business combination (which is a separate right to redeem in addition to the right to redeem in connection with the Extension Payment Removal Proposal, the Redemption Limitation Amendment Proposal and the Trust Agreement Amendment Proposal), will be the subject of a separate proxy statement/prospectus. If you want to ensure your Public Shares are redeemed in the event the Extension Payment Removal Proposal, the Redemption Limitation Amendment Proposal and the Trust Agreement Amendment Proposal are implemented, you should elect to “redeem” your Public Shares in connection with the Special Meeting.

Redemption Rights

In connection with the Extension Payment Removal Proposal and contingent upon the effectiveness of the implementation of the Proposed Extension Payment Removal, each public shareholder may seek to redeem its Public Shares for a pro rata portion of the funds available in the Trust Account, less any taxes owed on such funds but not yet paid. If you exercise your redemption rights, you will be exchanging your Public Shares for cash and will no longer own the shares.

In order to exercise your redemption rights, you must:

Continental Stock Transfer & Trust Company, LLC
1 State Street, 30th Floor
New York, NY 10004
Attn: SPAC Redemption Team
Email: spacredemptions@continentalstock.com

and

Shareholders seeking to exercise their redemption rights and opting to deliver physical certificates should allot sufficient time to obtain physical certificates from the transfer agent and time to effect delivery. Shareholders should generally allot at least two (2) weeks to obtain physical certificates from the transfer agent. However, it may take longer than two weeks. Shareholders who hold their shares in street name will have to coordinate with their bank, broker or other nominee to have the shares certificated or delivered electronically. If you do not submit a written request and deliver your Public Shares as described above, your shares will not be redeemed.

Shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name” are required to either tender their certificates to the transfer agent prior to the date set forth in this proxy statement, or up to two business days prior to the vote on the proposal to approve the Extension Payment Removal Proposal at the Special Meeting, or to deliver their shares to the transfer agent electronically using DTC’s DWAC system, at such shareholder’s option.

Holders of outstanding Units must separate the underlying Public Shares and public warrants prior to exercising redemption rights with respect to the Public Shares. If you hold Units registered in your own name, you must deliver the certificate for such Units to the Trustee, with written instructions to separate such Units into Public Shares and public warrants. This must be completed far enough in advance to permit the mailing of the Public Share certificates back to you so that you may then exercise your redemption rights upon the separation of the Public Shares from the Units.

If a broker, dealer, commercial bank, trust company or other nominee holds your Units, you must instruct such nominee to separate your Units. Your nominee must send written instructions by facsimile to the Trustee. Such written instructions must include the number of Units to be split and the nominee holding such Units. Your nominee must also initiate electronically, using DTC’s DWAC system, a withdrawal of the relevant Units and a deposit of an equal number of Public Shares and public warrants. This must be completed far enough in advance to permit your nominee to exercise your redemption rights upon the separation of the Public Shares from the Units. While this is typically done electronically on the same business day, you should allow at least one full business day to accomplish the separation. If you fail to cause your Units to be separated in a timely manner, you will likely not be able to exercise your redemption rights.

Each redemption of a Public Share by BFAC’s public shareholders will reduce the amount in the Trust Account, which held marketable securities with a fair value of approximately $124 million as of the Record Date. Prior to their exercising redemption rights, BFAC shareholders should verify the market price of the Public Shares, as shareholders may receive higher proceeds from the sale of their shares of Public Shares in the public market than from exercising their redemption rights if the market price per share is higher than the redemption price. There is no assurance that you will be able to sell your Public Shares in the open market, even if the market price per share is lower than the redemption price stated above, as there may not be sufficient liquidity in the Public Shares when you wish to sell your shares.

If you exercise your redemption rights, your Public Shares will cease to be outstanding and will only represent the right to receive a pro rata share of the aggregate amount then on deposit in the Trust Account.

You will have no right to participate in, or have any interest in, the future growth of BFAC, if any. You will be entitled to receive cash for your Public Shares only if you properly and timely demand redemption.

If BFAC does not consummate an initial business combination on or before the Termination Date, the Extension Payment Removal Proposal is not approved, and the Sponsor, Pala and Roth do not elect to extend the Termination Date by further funding the Trust Account, BFAC will be required to dissolve and liquidate the Trust Account by returning the then remaining funds in such account to the public shareholders and all of BFAC’s warrants will expire worthless.

Your right to redeem in connection with the Special Meeting relating to the Extension Payment Removal Proposal does not affect the right of BFAC shareholders to elect to redeem their Public Shares in connection with an initial business combination, which is a separate and additional redemption right available to BFAC shareholders. Shareholders of BFAC seeking to exercise their redemption rights in connection with an initial business combination should follow the instructions for the exercise of such rights set forth in the proxy statement/ prospectus relating to the Business Combination Special Meeting.

Certain Material U.S. Federal Income Tax Consequences

The following discussion is a summary of certain United States federal income tax considerations for holders of our shares with respect to the exercise of redemption rights in connection with the approval of the Extension Payment Removal Proposal. This summary is based upon the Internal Revenue Code of 1986, as amended (the “Code”), the regulations promulgated by the U.S. Treasury Department, current administrative interpretations and practices of the Internal Revenue Service (the “IRS”), and judicial decisions, all as currently in effect and all of which are subject to differing interpretations or to change, possibly with retroactive effect. This summary does not discuss all aspects of United States federal income taxation that may be relevant to particular investors in light of their individual circumstances, such as investors subject to special tax rules including:

In addition, this summary does not discuss any state, local, or non-United States tax considerations, any non-income tax (such as gift or estate tax) considerations, alternative minimum tax or the Medicare tax.

In addition, this summary is limited to investors that hold our shares as “capital assets” (generally, property held for investment) under the Code.

If a partnership (including an entity or arrangement treated as a partnership for United States federal income tax purposes) holds our shares, the tax treatment of a partner in such partnership will generally depend upon the status of the partner, the activities of the partnership and certain determinations made at the partner level. If you are a partner of a partnership holding our shares, you are urged to consult your tax advisor regarding the tax consequences of a redemption.

We have not sought, and will not seek, a ruling from the IRS as to any United States federal income tax consequence described herein. The IRS may disagree with the tax consequences described herein, and no assurance can be given that the IRS would not assert, or that a court would not sustain a position contrary to any of the tax considerations described herein. Moreover, there can be no assurance that future legislation, regulations, administrative rulings or court decisions will not adversely affect the accuracy of the statements in this discussion.

WE URGE HOLDERS OF OUR ORDINARY SHARES CONTEMPLATING EXERCISE OF THEIR REDEMPTION RIGHTS TO CONSULT THEIR OWN TAX ADVISORS CONCERNING THE UNITED STATES FEDERAL, STATE, LOCAL, AND FOREIGN INCOME AND OTHER TAX CONSEQUENCES THEREOF.

U.S. Federal Income Tax Considerations for U.S. Holders

This section is addressed to U.S. Holders of our shares that elect to have their shares of the Company redeemed for cash (a “Redeeming U.S. Holder”). For purposes of this discussion, a “U.S. Holder” is a beneficial owner that so redeems its shares of the Company and is:

Redemption of Shares

The balance of the discussion under this heading is subject in its entirety to the discussion below under the heading “Passive Foreign Investment Company Rules.” If we are considered a “passive foreign investment company” for United States federal income tax purposes (which we are likely to be, unless a “start-up” exception applies), then the tax consequences of the redemption will be as described in that discussion.

Subject to the preceding, a Redeeming U.S. Holder will generally be considered to have sold or exchanged its shares in a taxable transaction and recognize capital gain or loss equal to the difference between the amount realized on the redemption and such shareholder’s adjusted basis in the shares exchanged if the Redeeming U.S. Holder’s ownership of shares is completely terminated or if the redemption meets certain other tests described below. Special constructive ownership rules apply in determining whether a Redeeming U.S. Holder’s ownership of shares is treated as completely terminated (and in general, such Redeeming U.S. Holder may not be considered to have completely terminated its interest if it continues to hold our warrants). If gain or loss treatment applies, such gain or loss will be long-term capital gain or loss if the holding period of such shares is more than one year at the time of the exchange. It is possible that because of the redemption rights associated with our shares, the holding period of such shares may not be considered to begin until the date of such redemption (and thus it is possible that long-term capital gain or loss treatment may not apply to shares redeemed in the redemption). Shareholders who hold different blocks of shares (generally, shares purchased or acquired on different dates or at different prices) should consult their tax advisors to determine how the above rules apply to them.

Cash received upon redemption that does not completely terminate the Redeeming U.S. Holder’s interest will still give rise to capital gain or loss, if the redemption is either (i) “substantially disproportionate” or (ii) “not essentially equivalent to a dividend.” In determining whether the redemption is substantially disproportionate or not essentially equivalent to a dividend with respect to a Redeeming U.S. Holder, that Redeeming U.S. Holder is deemed to own not just shares actually owned but also shares underlying rights to acquire our shares (including for these purposes our warrants) and, in some cases, shares owned by certain family members, certain estates and trusts of which the Redeeming U.S. Holder is a beneficiary, and certain affiliated entities.

Generally, the redemption will be “substantially disproportionate” with respect to the Redeeming U.S. Holder if (i) the Redeeming U.S. Holder’s percentage ownership of the outstanding voting shares (including all classes which carry voting rights) of the Company is reduced immediately after the redemption to less than 80% of the Redeeming U.S. Holder’s percentage interest in such shares immediately before the redemption; (ii) the Redeeming U.S. Holder’s percentage ownership of the outstanding shares (both voting and nonvoting) immediately after the redemption is reduced to less than 80% of such percentage ownership immediately before the redemption; and (iii) the Redeeming U.S. Holder owns, immediately after the redemption, less than 50% of the total combined voting power of all classes of shares of the Company entitled to vote. Whether the redemption will be considered “not essentially equivalent to a dividend” with respect to a Redeeming U.S. Holder will depend upon the particular circumstances of that U.S. holder. At a minimum, however, the redemption must result in a meaningful reduction in the Redeeming U.S. Holder’s actual or constructive percentage ownership of the Company. The IRS has ruled that any reduction in a shareholder’s proportionate interest is a “meaningful reduction” if the shareholder’s relative interest in the corporation is minimal and the shareholder does not have meaningful control over the corporation.

If none of the redemption tests described above give rise to capital gain or loss, the consideration paid to the Redeeming U.S. Holder will be treated as dividend income for U.S. federal income tax purposes to the extent of our current or accumulated earnings and profits. However, for purposes of the dividends-received deduction and of “qualified dividend” treatment, due to the redemption right, a Redeeming U.S. Holder may be unable to include the time period prior to the redemption in the shareholder’s “holding period.” Any distribution in excess of our earnings and profits will reduce the Redeeming U.S. Holder’s basis in the shares (but not below zero), and any remaining excess will be treated as gain realized on the sale or other disposition of the shares.

As these rules are complex, U.S. holders of shares considering exercising their redemption rights should consult their own tax advisors as to whether the redemption will be treated as a sale or as a distribution under the Code.

Certain Redeeming U.S. Holders who are individuals, estates or trusts pay a 3.8% tax on all or a portion of their “net investment income” or “undistributed net investment income” (as applicable), which may include all or a portion of their capital gain or dividend income from their redemption of shares. Redeeming U.S. Holders should consult their tax advisors regarding the effect, if any, of the net investment income tax.

Passive Foreign Investment Company Rules

A non-U.S. corporation (i.e. a Cayman Islands company) will be a passive foreign investment company (or “PFIC”) for U.S. tax purposes if at least 75% of its gross income in a taxable year, including its pro rata share of the gross income of any corporation in which it is considered to own at least 25% of the shares by value, is passive income. Alternatively, a foreign corporation will be a PFIC if at least 50% of its assets in a taxable year of the foreign corporation, ordinarily determined based on fair market value and averaged quarterly over the year, including its pro rata share of the assets of any corporation in which it is considered to own at least 25% of the shares by value, are held for the production of, or produce, passive income. Passive income generally includes dividends, interest, rents and royalties (other than rents or royalties derived from the active conduct of a trade or business) and gains from the disposition of passive assets.

Because we are a blank check company, with no current active business, we believe that it is likely that we have met the PFIC asset or income test beginning with our initial taxable year. However, pursuant to a start-up exception, a corporation will not be a PFIC for the first taxable year the corporation has gross income, if (1) no predecessor of the corporation was a PFIC; (2) the corporation satisfies the IRS that it will not be a PFIC for either of the first two taxable years following the start-up year; and (3) the corporation is not in fact a PFIC for either of those years. The actual PFIC status of the Company for its current taxable year or any subsequent taxable year will not be determinable until after the end of such taxable year. If we do not satisfy the start-up exception, we will likely be considered a PFIC since our date of formation, and will continue to be treated as a PFIC until we no longer satisfy the PFIC tests (although, as stated below, in general the PFIC rules would continue to apply to any U.S. Holder who held our securities at any time that we were considered to be a PFIC).

If we are determined to be a PFIC for any taxable year (or portion thereof) that is included in the holding period of a Redeeming U.S. Holder of our shares or warrants and, in the case of our shares, the Redeeming U.S. Holder did not make either a timely QEF election for our first taxable year as a PFIC in which the Redeeming U.S. Holder held (or was deemed to hold) shares or a timely “mark to market” election, in each case as described below, such holder generally will be subject to special rules with respect to:

Under these special rules:

In general, if we are determined to be a PFIC, a Redeeming U.S. Holder may avoid the PFIC tax consequences described above in respect to our shares (but not our warrants) by making a timely QEF election (if eligible to do so) to include in income its pro rata share of our net capital gains (as long-term capital gain) and other earnings and profits (as ordinary income), on a current basis, in each case whether or not distributed, in the taxable year of the Redeeming U.S. Holder in which or with which our taxable year ends. In general, a QEF election must be made on or before the due date (including extensions) for filing such Redeeming U.S. Holder’s tax return for the taxable year for which the election relates. A Redeeming U.S. Holder may make a separate election to defer the payment of taxes on undistributed income inclusions under the QEF rules, but if deferred, any such taxes will be subject to an interest charge.

A Redeeming U.S. Holder may not make a QEF election with respect to its warrants to acquire our shares. As a result, if a Redeeming U.S. Holder sells or otherwise disposes of such warrants (other than upon exercise of such warrants), any gain recognized generally will be subject to the special tax and interest charge rules treating the gain as an excess distribution, as described above, if we were a PFIC at any time during the period the Redeeming U.S. Holder held the warrants. If a Redeeming U.S. Holder that exercises such warrants properly makes a QEF election with respect to the newly acquired shares (or has previously made a QEF election with respect to our shares), the QEF election will apply to the newly acquired shares, but the adverse tax consequences relating to PFIC shares, adjusted to take into account the current income inclusions resulting from the QEF election, will continue to apply with respect to such newly acquired shares (which generally will be deemed to have a holding period for purposes of the PFIC rules that includes the period the Redeeming U.S. Holder held the warrants), unless the Redeeming U.S. Holder makes a purging election. The purging election creates a deemed sale of such shares at their fair market value. The gain recognized by the purging election will be subject to the special tax and interest charge rules treating the gain as an excess distribution, as described above. As a result of the purging election, the Redeeming U.S. Holder will have a new basis and holding period in the shares acquired upon the exercise of the warrants for purposes of the PFIC rules.

The QEF election is made on a shareholder-by-shareholder basis and, once made, can be revoked only with the consent of the IRS. A QEF election may not be made with respect to our warrants. A Redeeming U.S. Holder generally makes a QEF election by attaching a completed IRS Form 8621 (Return by a Shareholder of a Passive Foreign Investment Company or Qualified Electing Fund), including the information provided in a PFIC annual information statement, to a timely filed U.S. federal income tax return for the tax year to which the election relates. Retroactive QEF elections generally may be made only by filing a protective statement with such return and if certain other conditions are met or with the consent of the IRS. Redeeming U.S. Holders should consult their own tax advisors regarding the availability and tax consequences of a retroactive QEF election under their particular circumstances.

In order to comply with the requirements of a QEF election, a Redeeming U.S. Holder must receive a PFIC annual information statement from us. If we determine we are a PFIC for any taxable year, we will endeavor to provide to a Redeeming U.S. Holder such information as the IRS may require, including a PFIC annual information statement, in order to enable the Redeeming U.S. Holder to make and maintain a QEF election. However, there is no assurance that we will have timely knowledge of our status as a PFIC in the future or of the required information to be provided.

If a Redeeming U.S. Holder has made a QEF election with respect to our shares, and the special tax and interest charge rules do not apply to such shares (because of a timely QEF election for our first taxable year as a PFIC in which the Redeeming U.S. Holder holds (or is deemed to hold) such shares or a purge of the PFIC taint pursuant to a purging election, as described above), any gain recognized on the sale of our shares generally will be taxable as capital gain and no interest charge will be imposed. As discussed above, Redeeming U.S. Holders of a QEF are currently taxed on their pro rata shares of its earnings and profits, whether or not distributed. In such case, a subsequent distribution of such earnings and profits that were previously included in income generally should not be taxable as a dividend to such Redeeming U.S. Holders. The tax basis of a Redeeming U.S. Holder’s shares in a QEF will be increased by amounts that are included in income, and decreased by amounts distributed but not taxed as dividends, under the above rules. Similar basis adjustments apply to property if by reason of holding such property the Redeeming U.S. Holder is treated under the applicable attribution rules as owning shares in a QEF.

Although a determination as to our PFIC status will be made annually, a determination that we are a PFIC for any particular year will generally apply for subsequent years to a Redeeming U.S. Holder who held shares or warrants while we were a PFIC, whether or not we meet the test for PFIC status in those subsequent years. A Redeeming U.S. Holder who makes the QEF election discussed above for our first taxable year as a PFIC in which the Redeeming U.S. Holder holds (or is deemed to hold) our shares and receives the requisite PFIC annual information statement, however, will not be subject to the PFIC tax and interest charge rules discussed above in respect to such shares. In addition, such Redeeming U.S. Holder will not be subject to the QEF inclusion regime with respect to such shares for any taxable year of ours that ends within or with a taxable year of the Redeeming U.S. Holder and in which we are not a PFIC. On the other hand, if the QEF election is not effective for each of our taxable years in which we are a PFIC and the Redeeming U.S. Holder holds (or is deemed to hold) our shares, the PFIC rules discussed above will continue to apply to such shares unless the holder makes a purging election, as described above, and pays the tax and interest charge with respect to the gain inherent in such shares attributable to the pre-QEF election period.

Alternatively, if a Redeeming U.S. Holder, at the close of its taxable year, owns shares in a PFIC that are treated as marketable stock, the Redeeming U.S. Holder may make a mark-to-market election with respect to such shares for such taxable year. If the Redeeming U.S. Holder makes a valid mark-to-market election for the first taxable year of the Redeeming U.S. Holder in which the Redeeming U.S. Holder holds (or is deemed to hold) shares and for which we are determined to be a PFIC, such holder generally will not be subject to the PFIC rules described above in respect to its shares. Instead, in general, the Redeeming U.S. Holder will include as ordinary income each year the excess, if any, of the fair market value of its shares at the end of its taxable year over the adjusted basis in its shares. The Redeeming U.S. Holder also will be allowed to take an ordinary loss in respect of the excess, if any, of the adjusted basis of its shares over the fair market value of its shares at the end of its taxable year (but only to the extent of the net amount of previously included income as a result of the mark-to-market election). The Redeeming U.S. Holder’s basis in its shares will be adjusted to reflect any such income or loss amounts, and any further gain recognized on a sale or other taxable disposition of the shares will be treated as ordinary income. Currently, a mark-to-market election may not be made with respect to our warrants.

The mark-to-market election is available only for stock that is regularly traded on a national securities exchange that is registered with the Securities and Exchange Commission, including the New York Stock Exchange, or on a foreign exchange or market that the IRS determines has rules sufficient to ensure that the market price represents a legitimate and sound fair market value. Redeeming U.S. Holders should consult their own tax advisors regarding the availability and tax consequences of a mark-to-market election in respect to our shares under their particular circumstances.

The application of the PFIC rules is extremely complex. Shareholders who are considering participating in the redemption and/or selling, transferring or otherwise disposing of their shares, and/or warrants should consult with their tax advisors concerning the application of the PFIC rules in their particular circumstances.

U.S. Federal Income Tax Considerations to Non-U.S. Holders

This section is addressed to Non-U.S. Holders of our shares that elect to have their shares of the Company redeemed for cash (“Redeeming Non-U.S. Holders). For purposes of this discussion, a “Redeeming Non-U.S. Holder” is a beneficial owner (other than a partnership) that so redeems its shares of the Company and is not a U.S. Holder.

Any Redeeming Non-U.S. Holder will not be subject to U.S. federal income tax on any capital gain recognized as a result of the exchange unless:

With respect to any redemption treated as a dividend rather than a sale will not be subject to United States federal income tax, unless the dividends are effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the United States (and, if required by an applicable income tax treaty, are attributable to a permanent establishment or fixed base that such holder maintains in the United States). Dividends that are effectively connected with the Non-U.S. Holder’s conduct of a trade or business in the United States (and, if required by an applicable income tax treaty, are attributable to a permanent establishment or fixed base in the United States) generally will be subject to United States federal income tax at the same regular United States federal income tax rates applicable to a comparable U.S. Holder and, in the case of a Non-U.S. Holder that is a corporation for United States federal income tax purposes, also may be subject to an additional branch profits tax at a 30% rate or a lower applicable tax treaty rate.

Information Reporting and Backup Withholding

Dividend payments with respect to our Ordinary Shares and proceeds from the sale, exchange or redemption of our Ordinary Shares may be subject to information reporting to the IRS and possible United States backup withholding. However, backup withholding will not apply to a U.S. Holder who furnishes a correct taxpayer identification number and makes other required certifications, or who is otherwise exempt from backup withholding and establishes such exempt status. A Non-U.S. Holder generally will eliminate the requirement for information reporting and backup withholding by providing certification of its foreign status, under penalties of perjury, on a duly executed applicable IRS Form W-8 or by otherwise establishing an exemption. Backup withholding is not an additional tax. Amounts withheld as backup withholding may be credited against a holder’s United States federal income tax liability, and a holder generally may obtain a refund of any excess amounts withheld under the backup withholding rules by timely filing the appropriate claim for refund with the IRS and furnishing any required information.

Our Board will abandon and not implement the Extension Payment Removal Proposal unless our shareholders approve both the Extension Payment Removal Proposal and the Trust Agreement Amendment Proposal. This means that if one proposal is approved by the shareholders and the other proposal is not, neither proposal will take effect.

As previously noted above, the foregoing discussion of certain material U.S. federal income tax consequences is included for general information purposes only and is not intended to be, and should not be construed as, legal or tax advice to any shareholder. We once again urge you to consult with your own tax adviser to determine the particular tax consequences to you (including the application and effect of any U.S. federal, state, local or foreign income or other tax laws) of the receipt of cash in exchange for shares in connection with any redemption of your Ordinary Shares.

Vote Required for Approval

The approval of the Extension Payment Removal Proposal requires a special resolution under the laws of the Cayman Islands, being the affirmative vote of a two-thirds (2/3) majority of the votes cast by the holders of the issued and outstanding Ordinary Shares and the Founder Shares, present in person or represented by proxy and entitled to vote thereon and who vote at the Special Meeting. Failure to vote by proxy or to vote oneself at the Special Meeting, abstentions from voting or broker non-votes will have no effect on the outcome of any vote on the Extension Proposal.

Resolution

The resolution to be put to the shareholders to consider and to vote upon at the Special Meeting in relation to Extension Payment Removal Proposal is as follows:

“RESOLVED, as a special resolution, that the Articles of Association of BFAC currently in effect be amended and restated by the deletion in their entirety and the substitution in their place of the Third Amended and Restated Articles of Association of BFAC (a copy of which is attached to the proxy statement for this Meeting as Annex A).”

Recommendation of the Board

THE BOARD UNANIMOUSLY RECOMMENDS THAT BFAC SHAREHOLDERS VOTE “FOR”
THE EXTENSION PAYMENT REMOVAL PROPOSAL.

PROPOSAL NO. 2 – THE REDEMPTION LIMITATION AMENDMENT

Overview

The Company is proposing to amend its Articles of Association to eliminate (i) the limitation that the Company may not redeem Public Shares in an amount that would cause the Company’s net tangible assets to be less than $5,000,001 and (ii) the limitation that the Company may not consummate an initial business combination unless the Company has net tangible assets of at least $5,000,001 immediately prior to, or upon consummation of, or any greater net tangible asset or cash requirement that may be contained in the agreement relating to, such initial business combination.

Reasons for the Redemption Limitation Amendment Proposal

The purpose of the Redemption Limitation was to ensure that the Company would not be subject to the “penny stock” rules of the SEC as long as it met the Redemption Limitation, and therefore not be deemed a “blank check company” as defined in Rule 419 under the Securities Act of 1933, as amended, because it complied with the NTA Rule. The Company is proposing to amend its Articles of Association to remove the Redemption Limitation. The NTA Rule is one of several exclusions from the “penny stock” rules of the SEC and the Company believes that it can rely on another exclusion, namely the Exchange Rule. Therefore, the Company intends to rely on the exclusion from the penny stock rules set forth in the Exchange Rule as a result of its securities being listed on the NYSE.

As disclosed in our IPO prospectus, the Company is a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. Under Rule 419 under the Securities Act the term “blank check company” means a company that (i) is a development stage company that has no specific business plan or purpose or has indicated that its business plan is to engage in a merger or acquisition with an unidentified company or companies, or other entity or person; and (ii) is issuing “penny stock,” as defined in Rule 3a51-1 under the Exchange Act. Rule 3a51-1 sets forth that the term “penny stock” shall mean any equity security, unless it fits within certain enumerated exclusions including the NTA Rule and the Exchange Rule. Historically SPACs have relied upon the NTA Rule to avoid being deemed a penny stock issuer. The inclusion of the Redemption Limitation in the Articles was to ensure that through the consummation of a business combination, the Company would not be considered a penny stock issuer and therefore a blank check company if no other exemption from the rule was available.

The Exchange Rule excludes from the definition of “penny stock” a security that is registered, or approved for registration upon notice of issuance, on a national securities exchange, or is listed, or approved for listing upon notice of issuance on, an automated quotation system sponsored by a registered national securities association, that has established initial listing standards that meet or exceed the criteria in the rule. The Company’s securities are listed on the NYSE and have been since the consummation of its IPO. The Company believes that the NYSE has initial listing standards that meet the criteria identified in the Exchange Rule and that it can therefore rely on this rule to avoid being treated as a penny stock. Therefore, the inclusion of the Redemption Limitation in the Articles of Association is unnecessary.

If the Redemption Limitation Amendment Is Not Approved

If the Redemption Limitation Amendment Proposal is not approved, the Redemption Limitation would apply to redemptions made in connection with the Proposed Extension Payment Removal and the Company’s initial business combination. Unless the Redemption Limitation Amendment Proposal is approved, we will not proceed with the Proposed Extension Payment Removal if redemptions of the Public Shares would cause the Company to exceed the Redemption Limitation. Further, if the Redemption Limitation Amendment Proposal is not approved and there are significant requests for redemption such that the Company’s net tangible assets would be less than $5,000,001 upon the consummation of a business combination, the Articles of Association would prevent the Company from being able to consummate a business combination even if all other conditions to closing are met.

In the event that the Redemption Limitation Amendment Proposal is not approved and we receive notice of redemptions of public shares approaching or in excess of the Redemption Limitation, we and/or the Sponsor may take action to increase our net tangible assets to avoid exceeding the Redemption Limitation.

If the Redemption Limitation Amendment Is Approved

The Redemption Limitation Amendment is conditioned on the approval of the Extension Proposal. If both the Extension Proposal and the Redemption Limitation Amendment are approved, the Company will file the amendment to the Articles of Association with the Cayman Registrar in the form of Annex A hereto to eliminate the Redemption Limitation. The Company will remain a reporting company under the Exchange Act, and its units, Ordinary Shares and public warrants will remain publicly traded. The Company will then continue to work to consummate its initial business combination by the Extended Date.

Required Vote

The approval of the Redemption Limitation Amendment Proposal requires a special resolution under the laws of the Cayman Islands, being the affirmative vote of a two-thirds (2/3) majority of the votes cast by the holders of the issued and outstanding Ordinary Shares and the Founder Shares, present in person or represented by proxy and entitled to vote thereon and who vote at the Special Meeting. Failure to vote by proxy or to vote oneself at the Special Meeting, abstentions from voting or broker non-votes will have no effect on the outcome of any vote on the Extension Proposal.

Resolution

The resolution to be put to the shareholders to consider and to vote upon at the Special Meeting in relation to Extension Payment Removal Proposal is as follows:

“RESOLVED, as a special resolution, that the Articles of Association of BFAC currently in effect be amended and restated by the deletion in their entirety and the substitution in their place of the Third Amended and Restated Articles of Association of BFAC (a copy of which is attached to the proxy statement for this Meeting as Annex A).”

Recommendation

THE BOARD UNANIMOUSLY RECOMMENDS THAT BFAC SHAREHOLDERS VOTE “FOR”

THE REDEMPTION LIMITATION AMENDMENT PROPOSAL.

PROPOSAL NO. 3 – THE TRUST AGREEMENT AMENDMENT

Overview

The proposed Trust Agreement Amendment would amend our existing Investment Management Trust Agreement (as amended, the “Trust Agreement”), dated as of December 14, 2021, by and between the Company and Continental Stock Transfer & Trust Company (the “Trustee”), to allow the Company to extend the Combination Period without depositing additional funds in the Trust Account. A copy of the proposed Trust Agreement Amendment is attached to this proxy statement as Annex B. All shareholders are encouraged to read the proposed amendment in its entirety for a more complete description of its terms.

Reasons for the Trust Agreement Amendment

BFAC has until November 17, 2023 to complete its initial business combination (the “Termination Date”). The only way to extend the Combination Period after November 17, 2023 without the need for a separate shareholder vote under the Articles of Association and the Trust Agreement is for the Sponsor, Pala and Roth, upon five (5) days’ advance notice prior to the applicable deadline, to deposit into the Trust Account the Current Extension Payment for each one-month extension.

Under the circumstances, the Sponsor and Pala want to remove the Current Extension Payment provided by the Articles of Association and Trust Agreement and to allow for an extension of the Combination Period to the Extended Date without depositing extra funds in the Trust Account.

The Trust Agreement Amendment Proposal is essential to allowing BFAC additional time to consummate an initial business combination in the event an initial business combination is for any reason not completed on or before the Termination Date (as may be extended under the current terms of our Articles of Association).

If the Trust Agreement Amendment Is Not Approved

If the Trust Agreement Amendment is not approved, and we do not consummate an initial business combination by November 17, 2023, we will be required to either (i) dissolve and liquidate our Trust Account by returning the then remaining funds in such account to the holders of Public Shares and our warrants to purchase Ordinary Shares will expire worthless, or (ii) extend the Combination Period by up to seven months by depositing the Current Extension Payment to the Trust Account for each one-month extension.

The Sponsor, Pala, Roth and BFAC’s officers and directors have waived their rights to participate in any liquidation distribution with respect to their Founder Shares. There will be no distribution from the Trust Account with respect to the Company’s warrants or rights, which will expire worthless in the event we wind up. The Company will pay the costs of liquidation from its remaining assets outside of the Trust Account.

If the Trust Agreement Amendment Is Approved

If the Extension Payment Removal and the Trust Agreement Amendment are approved, the amendment to the Trust Agreement in the form of Annex B hereto will be executed and the Trust Account will not be disbursed except to the extent any Redemptions are made in connection with this Special Meeting, in connection with our completion of an initial business combination or in connection with our liquidation if we do not complete an initial business combination by the applicable termination date. The Company will then continue to attempt to consummate a business combination until the applicable termination date or until the Board determines in its sole discretion that it will not be able to consummate an initial business combination by the applicable termination date as described below and does not wish to seek an additional extension.

Required Vote

Subject to the foregoing, the affirmative vote of at least sixty-five percent (65%) of the Company’s outstanding Ordinary Shares, including the Founder Shares, will be required to approve the Trust Agreement Amendment Proposal. Our Board will abandon and not implement the Trust Agreement Amendment Proposal unless our shareholders approve both the Extension Payment Removal Proposal and the Trust Agreement Amendment Proposal. This means that if one proposal is approved by the shareholders and the other proposal is not, neither proposal will take effect.

Recommendation

THE BOARD UNANIMOUSLY RECOMMENDS THAT BFAC SHAREHOLDERS VOTE “FOR”

THE TRUST AGREEMENT AMENDMENT PROPOSAL.

PROPOSAL NO. 4 – THE ADJOURNMENT PROPOSAL

Overview

The Adjournment Proposal, if adopted, will allow the Board to adjourn the Special Meeting to a later date or dates to permit further solicitation of proxies. The Adjournment Proposal will only be presented to BFAC shareholders in the event, based on the tabulated votes, there are not sufficient votes at the time of the Special Meeting to approve the Extension Payment Removal Proposal, the Redemption Limitation Amendment Proposal and the Trust Agreement Amendment Proposal or where the board of directors of BFAC has determined it is otherwise necessary or desirable.

Consequences if the Adjournment Proposal is Not Approved

If the Adjournment Proposal is not approved by BFAC shareholders, the Board may not be able to adjourn the Special Meeting to a later date in the event, based on the tabulated votes, there are not sufficient votes at the time of the Special Meeting to approve the Extension Payment Removal Proposal, the Redemption Limitation Amendment Proposal and the Trust Agreement Amendment Proposal or where the board of directors of BFAC has determined it is otherwise necessary or desirable or where the board of directors of BFAC has determined it is otherwise necessary or desirable.

Vote Required for Approval

Approval of the Adjournment Proposal requires an ordinary resolution, which is the affirmative vote of a majority of the votes cast by the holders of Ordinary Shares and the Founder Shares, present in person or represented by proxy and entitled to vote thereon and who vote at the Special Meeting. Failure to vote by proxy or to vote oneself at the Special Meeting, abstentions from voting or broker non-votes will have no effect on the outcome of any vote on the Adjournment Proposal.

Recommendation of the Board

THE BOARD UNANIMOUSLY RECOMMENDS THAT BFAC SHAREHOLDERS VOTE “FOR”

THE APPROVAL OF THE ADJOURNMENT PROPOSAL.

BUSINESS OF BFAC AND CERTAIN INFORMATION ABOUT BFAC

General

BFAC is a blank check company incorporated on July 29, 2021 as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

On December 17, 2021, BFAC consummated the IPO of 34,500,000 BFAC Units including 4,500,000 Units that were issued pursuant to the underwriters’ exercise of their over-allotment option in full, at $10.00 per Unit, generating gross proceeds of $345,000,000. Simultaneously with the closing of the IPO, we completed the Private Placement where we sold 16,300,000 private placement warrants to the Sponsor, Pala, Roth and Cantor at a purchase price of $1.00 per warrant, generating total proceeds of $16,300,000. Each private placement warrant is exercisable for one Ordinary Share.

A total of $351,900,000 of the net proceeds from BFAC’s IPO, the private placement with the Sponsor, Roth, Pala, Cantor, and BFAC’s officers and directors prior to the IPO were deposited in the Trust account established for the benefit of the holders of Public Shares. On June 12, 2023, BFAC held an extraordinary general meeting of shareholders to amend its Articles of Association and the Trust Agreement. Holders of a total of 23,063,075 Ordinary Shares exercised their right to redeem such shares 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) was removed from the Trust Account to pay such holders and approximately $119.6 million remained in the Trust Account. BFAC is not permitted to withdraw any of the principal or interest held in the Trust Account, except for the withdrawal of interest to pay taxes and up to $100,000 of interests to pay dissolution expenses, as applicable, if any, until the earliest of (i) the completion of an initial business combination, (ii) the redemption of Public Shares if BFAC is unable to complete an initial business combination within the Combination Period, subject to applicable law, or (iii) the redemption of Public Shares properly submitted in connection with a shareholder vote to approve an amendment to the Articles of Association (A) to modify the substance or timing of BFAC’s obligation to allow redemption in connection with an initial business combination or to redeem 100% of Public Shares if BFAC has not consummated an initial business combination within the Combination Period or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity.

BENEFICIAL OWNERSHIP OF SECURITIES

The following table sets forth information regarding the beneficial ownership of BFAC’s Ordinary Shares and Founder Shares as of October 23, 2023 based on information obtained from the persons named below, with respect to the beneficial ownership of shares of BFAC’s Ordinary Shares and Founder Shares, by:

Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if such person possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within sixty days.

In the table below, percentage ownership of the public shares is based on 11,436,925 public shares issued and outstanding as of October 23, 2023. Percentage ownership of the Founder Shares is based on 8,625,000 Founder Shares issued and outstanding as of October 23, 2023.

Voting power represents the combined voting power of Ordinary Shares or Founder Shares owned beneficially by such person. On all matters to be voted upon, the holders of the Ordinary Shares and Founder Shares vote together as a single class. The table below does not include the Ordinary Shares underlying the private placement warrants held or to be held by the Sponsor because these securities are not exercisable within 60 days of this proxy statement.

Unless otherwise indicated, BFAC believes that all persons named in the table have sole voting and investment power with respect to all Ordinary Shares or Founder Shares beneficially owned by them.

HOUSEHOLDING INFORMATION

Unless BFAC has received contrary instructions, BFAC may send a single copy of this proxy statement to any household at which two or more shareholders reside if BFAC believes the shareholders are members of the same family. This process, known as “householding,” reduces the volume of duplicate information received at any one household and helps to reduce BFAC’s expenses. However, if shareholders prefer to receive multiple sets of BFAC’s disclosure documents at the same address this year or in future years, the shareholders should follow the instructions described below. Similarly, if an address is shared with another shareholder and together both of the shareholders would like to receive only a single set of BFAC’s disclosure documents, the shareholders should follow these instructions:

Battery Future Acquisition Corp.
777 Brickell Ave. #500-97545
Miami, Florida 33131
+61 460-646-788

Annex A

THE COMPANIES ACT (AS REVISED)
OF THE CAYMAN ISLANDS
COMPANY LIMITED BY SHARES

Third AMENDED AND RESTATED
MEMORANDUM and Articles OF ASSOCIATION

OF

BATTERY FUTURE ACQUISITION CORP.

(ADOPTED BY SPECIAL RESOLUTION ON                               , 2023)

THE COMPANIES ACT (AS REVISED)

OF THE CAYMAN ISLANDS

COMPANY LIMITED BY SHARES

third AMENDED AND RESTATED

MEMORANDUM OF ASSOCIATION

OF

BATTERY FUTURE ACQUISITION CORP.

(ADOPTED BY SPECIAL RESOLUTION ON                               , 2023)

THE COMPANIES ACT (AS REVISED)
OF THE CAYMAN ISLANDS
COMPANY LIMITED BY SHARES

third AMENDED AND RESTATED
Articles OF ASSOCIATION

OF

BATTERY FUTURE ACQUISITION CORP.

(ADOPTED BY SPECIAL RESOLUTION DATED                               , 2023)

“Affiliate” in respect of a person, means any other person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such person, and (a) in the case of a natural person, shall include, without limitation, such person’s spouse, parents, children, siblings, mother-in-law and father-in-law and brothers and sisters-in-law, whether by blood, marriage or adoption or anyone residing in such person’s home, a trust for the benefit of any of the foregoing, a company, partnership or any natural person or entity wholly or jointly owned by any of the foregoing and (b) in the case of an entity, shall include a partnership, a corporation or any natural person or entity which directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such entity.

“Applicable Law” means, with respect to any person, all provisions of laws, statutes, ordinances, rules, regulations, permits, certificates, judgments, decisions, decrees or orders of any governmental authority applicable to such person.

“Articles” means these amended and restated articles of association of the Company.

“Audit Committee” means the audit committee of the board of directors of the Company established pursuant to the Articles, or any successor committee.

“Auditor” means the person for the time being performing the duties of auditor of the Company (if any).

“Business Combination” means a merger, share exchange, asset acquisition, share purchase, reorganisation or similar business combination involving the Company, with one or more businesses or entities (the “target business”), which Business Combination: (a) as long as the securities of the Company are listed on the New York Stock Exchange, must occur with one or more target businesses that together have an aggregate fair market value of at least 80 per cent of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the income earned on the Trust Account) at the time of the signing of the definitive agreement to enter into such Business Combination; and (b) must not be solely effectuated with another blank cheque company or a similar company with nominal operations.

“Business day” means any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorised or obligated by law to close in New York City.

“Clearing House” means a clearing house recognised by the laws of the jurisdiction in which the Shares (or depositary receipts therefor) are listed or quoted on a stock exchange or interdealer quotation system in such jurisdiction.

“Class A Share” means a Class A ordinary share of a par value of US$0.0001 in the share capital of the Company.

“Class B Share” means a Class B ordinary share of a par value of US$0.0001 in the share capital of the Company.

“Company” means the above named company.

“Company’s Website” means the website of the Company and/or its web-address or domain name (if any).

“Compensation Committee” means the compensation committee of the board of directors of the Company established pursuant to the Articles, or any successor committee.

“Designated Stock Exchange” means any United States national securities exchange on which the securities of the Company are listed for trading, including the New York Stock Exchange.

“Directors” means the directors for the time being of the Company.

“Dividend” means any dividend (whether interim or final) resolved to be paid on Shares pursuant to the Articles.

“Electronic Communication” means a communication sent by electronic means, including electronic posting to the Company’s Website, transmission to any number, address or internet website (including the website of the Securities and Exchange Commission) or other electronic delivery methods as otherwise decided and approved by the Directors.

“Electronic Record” has the same meaning as in the Electronic Transactions Act.

“Electronic Transactions Act” means the Electronic Transactions Act (As Revised) of the Cayman Islands.

“Equity-linked Securities” means any debt or equity securities that are convertible, exercisable or exchangeable for Class A Shares issued in a financing transaction in connection with a Business Combination, including but not limited to a private placement of equity or debt.

“Exchange Act” means the United States Securities Exchange Act of 1934, as amended, or any similar U.S. federal statute and the rules and regulations of the Securities and Exchange Commission thereunder, all as the same shall be in effect at the time.

“Founders” means all Members immediately prior to the consummation of the IPO.

“Independent Director” has the same meaning as in the rules and regulations of the Designated Stock Exchange or in Rule 10A-3 under the Exchange Act, as the case may be.

“IPO” means the Company’s initial public offering of securities.

“Member” has the same meaning as in the Statute.

“Memorandum” means the amended and restated memorandum of association of the Company.

“Nominating and Corporate Governance Committee” means the nominating and corporate governance committee of the board of directors of the Company established pursuant to the Articles, or any successor committee.

“Officer” means a person appointed to hold an office in the Company.

“Ordinary Resolution” means a resolution passed by a simple majority of the Members as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting, and includes a unanimous written resolution. In computing the majority when a poll is demanded regard shall be had to the number of votes to which each Member is entitled by the Articles.

“Over-Allotment Option” means the option of the Underwriters to purchase up to an additional 15 per cent of the firm units (as described in the Articles) issued in the IPO at a price equal to US$10 per unit, less underwriting discounts and commissions.

“Preference Share” means a preference share of a par value of US$0.0001 in the share capital of the Company.

“Public Share” means a Class A Share issued as part of the units (as described in the Articles) issued in the IPO.

“Redemption Notice” means a notice in a form approved by the Company by which a holder of Public Shares is entitled to require the Company to redeem its Public Shares, subject to any conditions contained therein.

“Register of Members” means the register of Members maintained in accordance with the Statute and includes (except where otherwise stated) any branch or duplicate register of Members.

“Registered Office” means the registered office for the time being of the Company.

“Representative” means a representative of the Underwriters.

“Seal” means the common seal of the Company and includes every duplicate seal.

“Securities and Exchange Commission” means the United States Securities and Exchange Commission.

“Share” means a Class A Share, a Class B Share or a Preference Share and includes a fraction of a share in the Company.

“Special Resolution” subject to Article 29.4, has the same meaning as in the Statute, and includes a unanimous written resolution.

“Sponsor” means Battery Future Sponsor LLC, a Delaware limited liability company, and its successors or assigns.

“Statute” means the Companies Act (As Revised) of the Cayman Islands.

“Tax Filing Authorised Person” means such person as any Director shall designate from time to time, acting severally.

“Treasury Share” means a Share held in the name of the Company as a treasury share in accordance with the Statute.

“Trust Account” means the trust account established by the Company upon the consummation of the IPO and into which a certain amount of the net proceeds of the IPO, together with a certain amount of the proceeds of a private placement of warrants simultaneously with the closing date of the IPO, will be deposited.

“Underwriter” means an underwriter of the IPO from time to time and any successor underwriter.

The Company may, in so far as the Statute permits, pay a commission to any person in consideration of his subscribing or agreeing to subscribe (whether absolutely or conditionally) or procuring or agreeing to procure subscriptions (whether absolutely or conditionally) for any Shares. Such commissions may be satisfied by the payment of cash and/or the issue of fully or partly paid-up Shares. The Company may also on any issue of Shares pay such brokerage as may be lawful.

The Company shall not be bound by or compelled to recognise in any way (even when notified) any equitable, contingent, future or partial interest in any Share, or (except only as is otherwise provided by the Articles or the Statute) any other rights in respect of any Share other than an absolute right to the entirety thereof in the holder.

Subject to the provisions of the Statute, the Company may by resolution of the Directors change the location of its Registered Office. The Company may, in addition to its Registered Office, maintain such other offices or places of business as the Directors determine.

Shares in the Company that are beneficially owned by the Company shall not be voted, directly or indirectly, at any meeting and shall not be counted in determining the total number of outstanding Shares at any given time.

The office of a Director shall be vacated if:

A Director who is present at a meeting of the board of Directors at which action on any Company matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent from such action with the person acting as the chairman or secretary of the meeting before the adjournment thereof or shall forward such dissent by registered post to such person immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favour of such action.

The Directors shall cause minutes to be made in books kept for the purpose of recording all appointments of Officers made by the Directors, all proceedings at meetings of the Company or the holders of any class of Shares and of the Directors, and of committees of the Directors, including the names of the Directors present at each meeting.

The Company in general meeting may fix a minimum shareholding required to be held by a Director, but unless and until such a shareholding qualification is fixed a Director is not required to hold Shares.

The Directors may at any time capitalise any sum standing to the credit of any of the Company’s reserve accounts or funds (including the share premium account and capital redemption reserve fund) or any sum standing to the credit of the profit and loss account or otherwise available for distribution; appropriate such sum to Members in the proportions in which such sum would have been divisible amongst such Members had the same been a distribution of profits by way of Dividend or other distribution; and apply such sum on their behalf in paying up in full unissued Shares for allotment and distribution credited as fully paid-up to and amongst them in the proportion aforesaid. In such event the Directors shall do all acts and things required to give effect to such capitalisation, with full power given to the Directors to make such provisions as they think fit in the case of Shares becoming distributable in fractions (including provisions whereby the benefit of fractional entitlements accrue to the Company rather than to the Members concerned). The Directors may authorise any person to enter on behalf of all of the Members interested into an agreement with the Company providing for such capitalisation and matters incidental or relating thereto and any agreement made under such authority shall be effective and binding on all such Members and the Company.

Unless the Directors otherwise prescribe, the financial year of the Company shall end on 31st December in each year and, following the year of incorporation, shall begin on 1st January in each year.

If the Company is exempted as defined in the Statute, it shall, subject to the provisions of the Statute and with the approval of a Special Resolution, have the power to register by way of continuation as a body corporate under the laws of any jurisdiction outside the Cayman Islands and to be deregistered in the Cayman Islands.

The Company shall have the power to merge or consolidate with one or more other constituent companies (as defined in the Statute) upon such terms as the Directors may determine and (to the extent required by the Statute) with the approval of a Special Resolution.

The gross proceeds from the issuance of promissory notes to the Founders (or their affiliates or permitted designees), as applicable (the “Lenders”), in connection with prior extensions of the period of time the Company had to consummate a Business Combination shall be held in the Trust Account and used to fund the redemption of the Public Shares in accordance with article 49.5. If the Company completes its initial Business Combination, it will, at the option of each Lender, repay the amounts loaned under previously issued promissory note(s) out of the proceeds of the Trust Account released to it or convert a portion or all of the amounts loaned under such promissory note(s) into warrants at a price of US$1.00 per warrant, which warrants will be identical to the private placement warrants issued to the Sponsor. If the Company does not complete a Business Combination by the applicable deadline, the loans will be repaid only from funds held outside of the Trust Account.

each holder of Public Shares who is not the Sponsor, a Founder, Officer or Director shall be provided with the opportunity to redeem their Public Shares upon the approval or effectiveness of any such amendment at a per-Share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, divided by the number of then outstanding Public Shares.

A Business Combination must not be solely effectuated with another blank cheque company or a similar company with nominal operations.

Each Tax Filing Authorised Person and any such other person, acting alone, as any Director shall designate from time to time, are authorised to file tax forms SS-4, W-8 BEN, W-8 IMY, W-9, 8832 and 2553 and such other similar tax forms as are customary to file with any US state or federal governmental authorities or foreign governmental authorities in connection with the formation, activities and/or elections of the Company and such other tax forms as may be approved from time to time by any Director or Officer. The Company further ratifies and approves any such filing made by any Tax Filing Authorised Person or such other person prior to the date of the Articles.

ANNEX B

PROPOSED AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT

This Amendment No. 2 (this “Amendment”), dated as of                          , 2023, to the Investment Management Trust Agreement (as defined below) is made by and between Battery Future Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (“Trustee”). All terms used but not defined herein shall have the meanings assigned to them in the Trust Agreement.

WHEREAS, the Company and the Trustee entered into an Investment Management Trust Agreement dated as of December 14, 2021 (the “Trust Agreement”);

WHEREAS, the Company and the Trustee amended the Trust Agreement on June 12, 2023;

WHEREAS, Section 1(i) of the Trust Agreement sets forth the terms that govern the liquidation of the Trust Account under the circumstances described therein;

WHEREAS, at a special meeting of the Company held on June 12, 2023, the Company’s shareholders approved (i) a proposal to amend the Company’s amended and restated memorandum and articles of association giving the Company the right to extend the date by which it has to consummate a business combination on a month-to-month basis (each a “Monthly Extension”) beginning on June 17, 2023 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; and (ii) a proposal to amend the Trust Agreement requiring the Company to deposit into the Trust Account, for each Monthly Extension that is exercised, the lesser of (a) $0.03 multiplied by the number of Public Shares then outstanding, and (b) $250,000 (or pro rata portion thereof if less than a full month) (such amount, the “Monthly Extension Amount”);

WHEREAS, at a special meeting of the Company held on November 14, 2023 (the “Special Meeting”), the Company’s shareholders approved (i) a proposal to amend the Company’s Articles of Association to remove the monthly extension payment the Company must make to extend the date by which it has to consummate a business combination and allow for an extension of the Combination Period to June 17, 2024 (the “Extended Date”) without depositing extra funds in the Trust Account; (ii) a proposal to amend the Company’s Articles of Association to eliminate (a) the limitation that the Company may not redeem public shares in an amount that would cause the Company’s net tangible assets to be less than $5,000,001 and (b) the limitation that the Company shall not consummate an initial business combination unless the Company has net tangible assets of at least $5,000,001 immediately prior to, or upon consummation of, or any greater net tangible asset or cash requirement that may be contained in the agreement relating to, such initial business combination (collectively, the “Redemption Limitation”); and (iii) a proposal to amend the Trust Agreement to allow the Company to extend the Combination Period to the Extended Date without depositing additional funds in the trust account; and

NOW THEREFORE, IT IS AGREED:

1. Section 1(i) of the Trust Agreement is hereby amended and restated in its entirety as follows:

“(i) Commence liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance with the terms of, a letter from the Company (“Termination Letter”) in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, as applicable, signed on behalf of the Company by its Chief Executive Officer, Chief Financial Officer, President, Executive Vice President, Vice President, Secretary or Chairman of the board of directors of the Company (the “Board”) or other authorized officer of the Company, and, in the case of Exhibit A, acknowledged and agreed to by the Representative, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest earned on the funds held in the Trust Account (which interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses), only as directed in the Termination Letter and the other documents referred to therein, or (y) upon the date which is the later of (1) June 17, 2024 and (2) such later date as may be approved by the Company’s shareholders in accordance with the Company’s amended and restated memorandum and articles of association if a Termination Letter has not been received by the Trustee prior to such date, in which case the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B and the Property in the Trust Account, including interest earned on the funds held in the Trust Account (which interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses), shall be distributed to the Public Shareholders of record as of such date;”

2. Exhibit E of the Trust Agreement is hereby amended and restated in its entirety as follows:

EXHIBIT E
[Letterhead of Company]

[Insert date]

Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004

Attn: Francis Wolf & Celeste Gonzalez

Re: Trust Account No. [    ] Extension Letter

Dear Mr. Wolf and Ms. Gonzalez:

Pursuant to Section 1(i) of the Investment Management Trust Agreement between Battery Future Acquisition Corp. (“Company”) and Continental Stock Transfer & Trust Company, dated as of December 14, 2021 (“Trust Agreement”), this is to advise you that the Company is extending the time available to consummate a Business Combination from November 17, 2023 to June 17, 2024 (the “Extension”).

This Extension Letter shall serve as the notice required with respect to Extension prior to the Applicable Deadline. Capitalized words used herein and not otherwise defined shall have the meanings ascribed to them in the Trust Agreement.

3. All other provisions of the Trust Agreement shall remain unaffected by the terms hereof.

4. This Amendment may be signed in any number of counterparts, each of which shall be an original and all of which shall be deemed to be one and the same instrument, with the same effect as if the signatures thereto and hereto were upon the same instrument. A facsimile signature or electronic signature shall be deemed to be an original signature for purposes of this Amendment.

5. This Amendment is intended to be in full compliance with the requirements for an Amendment to the Trust Agreement as required by Section 6(c) of the Trust Agreement, and every defect in fulfilling such requirements for an effective amendment to the Trust Agreement is hereby ratified, intentionally waived and relinquished by all parties hereto.

6. This Amendment shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction.

[signature page follows]

IN WITNESS WHEREOF, the parties have duly executed this Amendment to the Investment Management Trust Agreement as of the date first written above.