UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Current report
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Item 1.01 | Entry into a Material Definitive Agreement |
As approved by its shareholders at an extraordinary general meeting of shareholders held on November 14, 2023 (the “Meeting”), on November 14, 2023, Battery Future Acquisition Corp. (the “Company” or “BFAC”) entered into an amendment (the “Trust Agreement Amendment”) to the Investment Management Trust Agreement, dated as of December 14, 2021, and amended on June 12, 2023, with Continental Stock Transfer & Trust Company (as amended, the “Trust Agreement”). Pursuant to the Trust Agreement Amendment, the Company has extended the date by which it has to complete a business combination (the “Combination Period”) to June 17, 2024 without depositing additional funds into the Company’s trust account (the “Trust Account”).
The foregoing description of the Trust Agreement Amendment is a summary only and is qualified in its entirety by reference to the full text of the Trust Agreement Amendment which is attached hereto as Exhibit 10.1 and incorporated by reference herein.
Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
As approved by its shareholders at the Meeting on November 14, 2023, the Company adopted an amendment to the Company’s Second Amended and Restated Memorandum and Articles of Association on November 14, 2023 (as amended, the “Charter”), allowing the Company to (1) remove the monthly extension payment the Company must make into the Trust Account to extend the Combination Period and extend the Combination Period to June 17, 2024 without depositing additional funds in the Trust Account (the “Extension Payment Removal Amendment”) and (2) 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 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 (the “Redemption Limitation Amendment” and, collectively with the Extension Payment Removal Amendment, the “Charter Amendment”).
The foregoing description of the Charter Amendment is a summary only and is qualified in its entirety by reference to the full text of the Charter, which is attached hereto as Exhibit 3.1 and incorporated by reference herein.
Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On November 14, 2023, the Company held the Meeting. At the Meeting, the Company’s shareholders approved the following proposals: (1) a proposal to approve by special resolution an amendment to the Company’s Charter to approve the Extension Payment Removal Amendment (the “Extension Payment Removal Proposal”), (2) a proposal to approve by special resolution an amendment to the Company’s Charter to approve the Redemption Limitation Amendment (the “Redemption Limitation Amendment Proposal”) and (3) a proposal to approve the Trust Agreement Amendment (the “Trust Agreement Amendment Proposal”).
The Extension Payment Removal Proposal, the Redemption Limitation Amendment Proposal and the Trust Agreement Amendment Proposal presented at the Meeting were approved by the Company’s shareholders. The final voting results for each Proposal are set forth below.
Extension Payment Removal Proposal
The Extension Payment Removal Proposal was approved by special resolution of the Company’s shareholders, and received the following votes:
BFAC Ordinary Shares Votes For |
BFAC Ordinary Shares Votes Against |
BFAC Ordinary Shares Abstentions | ||
14,388,628 | 1,222,571 | 19 |
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Redemption Limitation Amendment Proposal
The Redemption Limitation Amendment Proposal was approved by special resolution of the Company’s shareholders, and received the following votes:
BFAC Ordinary Shares Votes For |
BFAC Ordinary Shares Votes Against |
BFAC Ordinary Shares Abstentions | ||
14,388,651 | 1,222,567 | 0 |
Trust Agreement Amendment Proposal
The Trust Agreement Amendment Proposal was approved by ordinary resolution of the Company’s shareholders, and received the following votes:
BFAC Ordinary Shares Votes For |
BFAC Ordinary Shares Votes Against |
BFAC Ordinary Shares Abstentions | ||
14,388,633 | 1,222,585 | 0 |
Item 8.01. | Other Events. |
In connection with the shareholders’ vote at the Meeting, 6,266,236 Class A ordinary shares of the Company exercised their right to redeem such shares (the “Redemption”) for a pro rata portion of the funds held in the Trust Account. As a result, approximately $68.2 million (approximately $10.88 per share) will be removed from the Trust Account to pay such holders and approximately $56.3 million will remain in the Trust Account. Following the aforementioned redemptions, BFAC will have 13,795,599 ordinary shares outstanding, which includes 5,170,599 Class A ordinary shares and 8,625,000 Class B ordinary shares.
Item 9.01 | Financial Statements and Exhibits. |
(d) | Exhibits. |
Exhibit No. |
Description | |
3.1 | Amendment to the Second Amended and Restated Memorandum and Articles of Association, dated November 14, 2023. | |
10.1 | Amendment to the Investment Management Trust Agreement, dated November 14, 2023, by and between Battery Future Acquisition Corp. and Continental Stock Transfer & Trust Company. | |
104 | Cover Page Interactive Data File (embedded with the Inline XBRL document) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Battery Future Acquisition Corp. | ||
By: | /s/ Kristopher Salinger | |
Name: | Kristopher Salinger | |
Title: | Chief Financial Officer | |
Date: November 15, 2023 |
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